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 Debtor as of the most recent date practicable prior to the Effective Date, from each state in which it is organized or qualified (or to be qualified) to transact business; (i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date; (j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor; (k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereof; (l) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00; (m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00; (n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1; (o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note; (p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Note; and (q) Such other undertakings, instruments and documents as Bank shall require.
Appears in 1 contract
Documents Required for the Closing. Debtor The Borrower shall have delivered or ---------------------------------- caused to be delivered the Agent prior to Bank, at the signing hereof, initial disbursement of the Loans the following, in form and substance satisfactory to Bank, :
(A) The Notes executed by the applicable parties and otherwise subject as follows:
(a) The NotesBorrower;
(bB) All necessary releases, satisfactions, assignments, subordinations and termination statements to cause This Agreement executed by the security interests granted therein to be first priority security interests in the Collateral (subject only to Permitted Liens)Borrower;
(cC) The Pledge Agreement required by Section 8.08 hereof, pursuant to which Debtor shall pledge (i) one hundred percent (100%) A copy 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 Borrower's board of directors and shareholders of Debtor (directors, certified as of the Effective Date by the corporate secretary or assistant secretary of Debtor) Borrower as of the date of Closing, authorizing the execution, delivery and performance of this Agreement, the Notes Notes, the other Loan Documents, and each other Loan Document document to be delivered to Bank pursuant hereto;
(fD) Copies (A copy, certified as of the most recent date practicable, by the Secretary of State of the state of incorporation and by authorized officers of Debtor) Tennessee, of the articles Borrower's and each Subsidiary's certificate 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 Debtorincorporation, 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) Closing of each of such officer the Borrower's corporate secretary to the effect that the foregoing documents such certificates of incorporation have not been amended since the date of the aforesaid Secretary of State certifications;
(gE) A copy of the Borrower's by-laws certified by Borrower's secretary as of the date of the Closing;
(F) A certificate (dated the Effective Date) as of the date of the Closing of the Borrower's corporate secretary or assistant secretary of Debtor as to the incumbency and signatures of the officers thereof who are of the Borrower executing this Agreement on Agreement, the behalf of Debtor Notes, the other Loan Documents, and as each other document to the Designated Officers of Debtorbe delivered pursuant hereto;
(hG) Certificates Within thirty (30) days of good standing and subsistence with respect to Debtor the Closing, certificates, as of the most recent date practicable prior to dates practicable, of the Effective Dateaforesaid Secretary of State, from the Secretary of State of each state in which it the Borrower is organized qualified as a foreign corporation and of the department of revenue or qualified (or taxation of each of the foregoing states as to be qualified) to transact businessthe good standing of the Borrower;
(iH) Evidence A written opinion of Bass, Berr▇ & ▇ims, ▇▇C, the Borrower's counsel, dated the date of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due Closing and payable addressed individually to each Bank, in form reasonably satisfactory to the Banks.
(I) A certificate, dated as of the Effective Datedate of the Closing, signed by the chief executive officer, chief financial officer or secretary/treasurer of the Borrower (in his or her corporate capacity) and to the effect that:
(1) The representations and warranties set forth within Paragraph 4.1 are true as of the date of the Closing;
(j2) Uniform Commercial CodeNo Event of Default hereunder, Judgmentand no event which, Suits and Tax Lien Searches satisfactory to Bank regarding Debtorwith the giving of notice or passage of time or both, would become such an Event of Default, has occurred as of such date;
(kJ) Written opinions Copies of Debtor's legal counsel dated all documents evidencing the Effective Date terms and addressed to Bankconditions of any debt specified as Subordinated Indebtedness on EXHIBIT C, all of which shall be in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereofBanks;
(lK) Certification Payment of the remaining balance of the Upfront Fee, together with the initial Agent's Fee, together with all other reasonable costs and expenses incurred by Agent in connection with the Loan, including, without limitation, reasonable attorney's fees. The Banks acknowledge that Borrower shall be responsible only for fees and expenses of counsel engaged by Agent in connection with the Loan. Any additional legal fees or expenses incurred by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital other Banks shall not be less than $5,000,000.00;
(m) Certification paid by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Note; and
(q) Such other undertakings, instruments and documents as Bank shall requiresuch Banks.
Appears in 1 contract
Documents Required for the Closing. Debtor The Borrower shall have delivered or ---------------------------------- caused to be delivered the Bank prior to Bank, at the signing hereof, initial disbursement of the Loan the following, in form and substance satisfactory to Bank, executed by the applicable parties and otherwise subject as follows:
(a) The NotesNote;
(b) All necessary releasesThe SARC Guaranty, satisfactionsduly executed by SARC, assignmentsthe SARC/Houston Guaranty, subordinations duly executed by SARC/Houston, the ARC Financial Guaranty, duly executed by ARC Financial, and termination statements to cause the security interests granted therein to be first priority security interests in the Collateral (subject only to Permitted Liens)ARC Investment Guaranty, duly executed by ARC Investment, respectively;
(c) The Pledge Agreement required Agreements in the forms attached hereto as Exhibit D-1, Exhibit D-2 and Exhibit D-3 duly executed by Section 8.08 hereofARC Financial, pursuant to which Debtor shall pledge (i) one hundred percent (100%) of the capital stock of its wholly-owned SubsidiarySARC/Houston and ARC Investment, 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 therewithrespectively;
(d) The financing statements required Subordination Agreement, in form and substance acceptable to Bank, duly executed by Section 6.07 hereofSymbion ARC Management Services, necessary to perfect the security interests in the CollateralInc.;
(e) The Financing Statements;
(f) Copies of the resolutions of the general partner of Surgery Center, of the sole Member of SARC/Houston, of the board of directors and shareholders of Debtor (certified as of the Effective Date ARC Financial, of the board of directors of SARC, of the board of directors of ARC Investment and of the board of directors of Borrower, respectively, certified by the corporate secretary or assistant secretary of Debtor) each as of the date of Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the Notes Note, the Pledged Note, the Loan Documents, and each other Loan Document document to be delivered to Bank pursuant hereto;
(fg) Copies A copy of the Constituent Documents of Surgery Center, SARC/Houston, Borrower, SARC, ARC Investment and ARC Financial, certified as of the most recent date practicable, by the applicable Secretary of State or by the secretary of such Person, as applicable;
(certified h) A certificate dated the date of the Closing of the general partner of Surgery Center, the secretary of SARC/Houston, ARC Financial, SARC, ARC Investment and Borrower as to the incumbency and signatures of their respective officers executing this Agreement, the Note, the SARC Guaranty, ARC Financial Guaranty, the SARC/Houston Guaranty, the ARC Investment Guaranty, the Collateral Documents, and each other document to be delivered pursuant hereto;
(i) With respect to Surgery Center, SARC/Houston, ARC Investment, ARC Financial, Borrower and SARC, certificates, as of the most recent dates practicable, 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 incorporation such Person;
(j) A written opinion of counsel to the Borrower, SARC/Houston, Surgery Center, ARC Investment, SARC and by authorized officers of Debtor) ARC Financial, dated the date of the articles Closing, in form satisfactory to the Bank.
(k) A certificate, dated the date of incorporation or constituent documentsthe Closing, 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 signed by the secretary president, vice president, chief financial officer, or assistant secretary of Debtor) corporate controller of the by-laws for Debtor Borrower, SARC/Houston and a certificate SARC to the effect that:
(dated i) The representations and warranties set forth within Section 5 are true 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;
(gii) A certificate (dated the Effective Date) No Event of the secretary Default or assistant secretary Unmatured Default has occurred as 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 Debtorsuch date;
(hiii) Certificates of good standing and subsistence with respect to Debtor as All of the most recent date practicable prior to the Effective Date, from each state Collateral Documents are in which it is organized or qualified (or to be qualified) to transact business;full force and effect; and
(il) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to BankThe Pledged Note, in form and substance satisfactory acceptable to Bank regarding such legal matters as Bank shall request relating to the subject matter hereof;
(l) Certification Bank, duly executed by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities applicable obligor and endorsed to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Note; and
(q) Such other undertakings, instruments and documents as Bank shall requireBank.
Appears in 1 contract
Sources: Loan Agreement (Symbion Inc/Tn)
Documents Required for the Closing. Debtor Borrower shall have delivered to Bank on or ---------------------------------- caused prior to be the effective date of this Agreement ("Closing"), the Revolving Credit Promissory Note, and shall have delivered to Bank, at Bank on or prior to the signing hereofdate of Closing or concurrently with the Closing, the following, in form and substance satisfactory to Bank, executed by the applicable parties and otherwise subject as follows:
(aA) The NotesDuly executed UCC-1 financing statements;
(bB) 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 A certified (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%) as of the capital stock date of its wholly-owned Subsidiary, Affinity, (iiClosing) one hundred percent (100%) copy 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 Borrower's board of directors and shareholders of Debtor (certified as of the Effective Date by the corporate secretary or assistant secretary of Debtor) other governing body or authority authorizing the execution, delivery and performance of this Agreement, the Notes Revolving Credit Promissory Note, and each the other Loan Document to be delivered to Bank pursuant heretoDocuments;
(fC) 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 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 Borrower's Secretary or assistant secretary of Debtor other official having similar responsibilities as to the incumbency and signatures of the officers thereof who of Borrower signing this Agreement, the Revolving Credit Promissory Note, the Loan Documents and each other document to be delivered pursuant hereto;
(D) A certificate (as of the date of Closing) signed by the President, Vice President, Chief Financial Officer or other official having similar authority of Borrower and to the effect that: (i) the representations and warranties set forth in Paragraph 5.01 are executing true as of the date of the Closing; and (ii) no Event of Default under this Agreement on Agreement, and no event which, with the behalf giving of Debtor and notice or passage of time or both, would become an Event of Default, has occurred as of such date;
(E) A Collateral Report dated no more than one week prior to Closing;
(F) An opinion from legal counsel for Borrower as to the Designated Officers status of Debtor;
(h) Certificates of good standing and subsistence with respect to Debtor as Borrower, the enforceability of the most recent date practicable prior to the Effective DateLoan Documents, from each state in which it is organized or qualified (or to be qualified) to transact business;
(i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal other matters as Bank shall request relating to the subject matter hereofrequire;
(lG) Certification Bank's standard form lock box, cash management or account sweep agreements, duly executed by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00Borrower;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Note; and
(qH) Such other undertakings, instruments and documents or agreements as Bank shall requireor its counsel may reasonably require to evidence or secure the Loan including, without limitation, any guaranty agreement, security agreement, deed of trust, subordination agreement or such other documents required to cross-default and cross-collateralize the Obligations and the Other Obligations.
Appears in 1 contract
Documents Required for the Closing. Debtor The Borrower shall have delivered or ---------------------------------- caused to be delivered the Bank prior to Bank, at the signing hereof, initial disbursement of the Loan the following, in form and substance satisfactory to Bank, executed by the applicable parties and otherwise subject as follows:
(a) The NotesNote;
(b) All necessary releases, satisfactions, assignments, subordinations and termination statements to cause the security interests granted therein to be first priority security interests The Pledge Agreement in the Collateral (subject only to Permitted Liens)form attached hereto as Exhibit E, duly executed by SARC/DeLand, Inc.;
(c) The Pledge Agreement required ARC Guaranty, duly executed 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, EuroBioPharmGuarantor, and (iii) sixty-six percent (66%) of the capital stock of its wholly-owned SubsidiarySymbion Guaranty, EPIC, Ltd., together with all appropriate stock powers and certificates required to be delivered in connection therewithduly executed by Symbion;
(d) The financing statements required A Subordination Agreement, in form and substance acceptable to Bank, duly executed by Section 6.07 hereofSurgicare of DeLand, necessary to perfect the security interests in the CollateralInc.;
(e) A Subordination Agreement, in form and substance acceptable to Bank, duly executed by ARC Management Services, Inc.;
(f) The Mortgage, duly executed by Borrower;
(g) The Financing Statements required by Section 4;
(h) Copies of the resolutions of the board of directors and shareholders of Debtor (certified as of the Effective Date general partner of the Borrower, of the board of directors of the Guarantor, and of the board of directors of Symbion, respectively, certified by the corporate secretary or assistant secretary of Debtor) each as of the date of Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the Notes Note, the Loan Documents, and each other Loan Document document to be delivered to Bank pursuant hereto;
(fi) Copies (A copy, certified as of the most recent date practicable, by the Florida Secretary of State of the state Borrower's Certificate 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 DebtorLimited Partnership, 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) Closing of each of such officer Borrower's general partner to the effect that the foregoing such documents have not been amended since the date of the aforesaid Secretary of State certifications;
(gj) A copy of Borrower's Partnership Agreement certified by Borrower's general partner as of the date of the Closing;
(k) A certificate (dated the Effective Date) date of the Closing of the secretary or assistant secretary of Debtor the general partner of the Borrower, the Guarantor and Symbion as to the incumbency and signatures of the their respective officers thereof who are executing this Agreement on Agreement, the behalf of Debtor Note, the ARC Guaranty, the Symbion Guaranty, the Collateral Documents, and as each other document to the Designated Officers of Debtorbe delivered pursuant hereto;
(hl) Certificates of good standing and subsistence with respect to Debtor Certificates, as of the most recent date practicable prior to dates practicable, of the Effective Date, from Tennessee Secretary of State and the Secretary of State of each state in which it Borrower, Symbion or Guarantor is organized or qualified (or to be qualified) to transact business;
(i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters a foreign entity as Bank shall request relating to the subject matter hereof;
(l) Certification by the chief financial officer existence and/or good standing of the Debtor that at the Effective DateBorrower, Debtor's Net Working Capital shall not be less than $5,000,000.00Symbion and Guarantor;
(m) Certification by the chief financial officer A written opinion of the Debtor that at Borrower's, Symbion's and Guarantor's counsel, dated the Effective Datedate of the Closing, Debtor's minimum cash level shall not be less than $5,000,000.00;in form satisfactory to the Bank.
(n) Certification A certificate, dated the date of the Closing, signed by the president, vice president, chief financial officer officer, or corporate controller of the Debtor that at general partner of the Effective Date, Debtor's maximum liabilities Borrower and the Guarantor to Tangible Net Worth shall not be less than 1.75:1the 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 Default or Unmatured Default has occurred as of such date;
(iii) All of the Collateral Documents are in full force and effect.
(o) The Collateral Assignment and Security Agreements, assigning Bank shall have received (i) two (2) prints of an original survey of the rights of Debtor in and real property (the "Land") to be encumbered pursuant to the Bio-Pharm Clincial ServicesMortgage and improvements thereon dated not more than sixty (60) days prior to the date of this Agreement (or dated such earlier date, GmbH Note if any, as is satisfactory to the Title Insurer, but in any event not more than one hundred eighty (180) days prior to the date of this Agreement) satisfactory to Bank and Euro Bio-Pharmthe Title Insurer and otherwise complying with Exhibit F, Ltd. Noteand (ii) a flood insurance policy in an amount equal to the lesser of the maximum Loan amount or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to Bank that none of the Land is located in a flood hazard area;
(p) The originally executed Bio-Pharm Clinical ServicesBank shall have received and approved an ALTA title insurance policy, GmbH Note issued by the Title Insurer (which shall be approved by the Bank) in the maximum amount of the Loan plus any other amount secured by the Mortgage, on a coinsurance and/or reinsurance basis if and Euro Bio-Pharm Ltd. Noteas required by Bank, insuring without exclusion or exception for creditors' rights that the Mortgage constitutes a valid lien covering the Land and all improvements thereon, having the priority required by Bank and subject only to those exceptions and encumbrances (regardless of rank or priority) Bank approves, in a form acceptable to Bank, and with all "standard" exceptions which can be deleted, including the exception for matters which a current survey would show, deleted to the fullest extent authorized under applicable title insurance rules, and Borrower shall satisfy all requirements therefor permitted; and
containing no exception for standby fees or real estate taxes or assessments other than those for the year in which the closing occurs to the extent the same are not then due and payable and endorsed "not yet due and payable" and no exception for subsequent assessments for prior years; providing full coverage against mechanics' and materialmen's liens to the extent authorized under applicable title insurance rules, and Borrower shall satisfy all requirements therefor; insuring that no restrictive covenants shown in the Title Insurance have been violated, and that no violation of the restrictions will result in a reversion or forfeiture of title; insuring all appurtenant easements; insuring that fee simple indefeasible or marketable (qas coverage is available) Such other undertakings, instruments fee simple title to the Land and documents the improvements thereon is vested in Borrower; containing such affirmative coverage and endorsements as Bank may require and are available under applicable title insurance rules, and Borrower shall require.satisfy all requirements therefor; and insuring any easements, leasehold estates or other matters appurtenant to or benefiting the Land and/or the improvements located thereon as part of the insured estate; insuring the right of access to the Land to the extent authorized under applicable title insurance rules, and Borrower shall satisfy all
Appears in 1 contract
Documents Required for the Closing. Debtor The Borrower shall have delivered to the Bank, prior to the initial disbursement of the Revolving Credit (the "Closing"), the following:
(A) The Revolving Credit Note duly executed by the Borrower in the form attached hereto as Exhibit 2.03A;
(B) A certificate (dated the date of the Closing) of the corporate secretary or ---------------------------------- caused 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 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:pursuant hereto,
(a2) 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 Notes, the other Loan Documents, and each other Loan Document document to be delivered to Bank pursuant hereto,
(3) the By-Laws;
(fC) Copies 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;
(D) A copy, certified as of the most recent date practicable by the Secretary of State the applicable state or nation of incorporation, of the state of incorporation and by authorized officers of Debtor) charter documents of the articles of incorporation or constituent documents, Articles of Merger evidencing the merger of Bio-Pharm Clinical Services, Inc. with Borrower and into Affinity Biotech, Inc. and the subsequent name change from Affinity Biotech, Inc. to IBAH, Inc., and any fictitious name registrations, for Debtorall amendments thereto, together with a copy certificate (certified by dated the date of the Closing) of the corporate secretary or assistant secretary of Debtor) secretary, as the case may be, of the by-laws 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;
(E) A written opinion or opinions of legal counsel for Debtor the Borrower, dated the date of the Closing and addressed to the Bank, in form satisfactory to the Bank and its counsel;
(F) A certificate, dated the date of the Closing, signed by the president, a certificate 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:
(dated 1) The representations and warranties set forth in Section 4.01 are true 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 Debtor as of the most recent date practicable prior to the Effective Date, from each state in which it is organized or qualified (or to be qualified) to transact business;
(i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereof;
(l) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Note; and
(q2) Such other undertakingsNo Event of Default hereunder, instruments and documents no event which, with the giving of notice or passage of time or both, would become such an Event of Default, has occurred as Bank shall requireof such date; and
(G) Payment of the Closing Fee, which may be netted against the initial disbursement of the Revolving Credit.
Appears in 1 contract
Sources: Loan Agreement (Ipg Photonics Corp)
Documents Required for the Closing. Debtor The Borrowers shall have delivered or ---------------------------------- caused to be duly delivered to Bank, at the signing hereof, Bank the following, in form and substance satisfactory to Bank, executed by following on the applicable parties and otherwise subject as followsClosing Date:
(aA) The NotesThis Agreement, the Note, the Pledge Agreement, stock powers, stock certificates, the Collateral Documents and the other Loan Documents duly executed on behalf of each Borrower;
(bB) 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)Payment of all Expenses;
(cC) The Pledge Agreement required by Section 8.08 hereof, pursuant to which Debtor shall pledge A certified (i) one hundred percent (100%) as of the capital stock of its wholly-owned Subsidiary, Affinity, (ii) one hundred percent (100%) date of the capital stock Closing) copy 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) each Borrower authorizing the execution, delivery and performance of this Agreement, the Notes Notes, the Collateral Documents and each other Loan Document document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to Bank pursuant heretoherein;
(fD) Copies A certified (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) copy of each Borrower's by-laws;
(E) A certificate (dated the date of such officer the Closing) of each Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of each Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or thereto;
(F) A copy, certified as of the most recent date practicable by the appropriate Secretary of State, of each Borrower's articles or certificate of incorporation, together with a certificate (dated the date of the Closing) of each Borrower's corporate secretary or assistant secretary to the effect that the foregoing documents such articles or certificate of incorporation have not been amended since the date of the aforesaid certificationscertification;
(gG) 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 Debtor Certificates, as of the most recent date practicable prior dates practicable, of the Secretary of State of the states listed on Schedule 3.01(G) hereto with respect to the Effective DateBorrowers listed thereon, from and the department of revenue or taxation of each state in which it is organized or qualified (or of the foregoing states, as to be qualified) to transact businessthe qualification as a foreign corporation, existence and good standing of each Borrower;
(i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(kH) Written opinions of Debtor's legal counsel to Borrowers, dated the Effective Date date of the Closing and addressed to the Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereofand its counsel;
(lI) Certification A certificate, dated the date of the Closing, signed on behalf of each Borrower by the chief financial officer president of each Borrower to the effect that:
(1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the Debtor that at date of the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00Closing as though made on and as of the date of Closing;
(m2) Certification by the chief financial officer No Event of Default or Potential Default has occurred and is continuing as of the Debtor that at date of the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00Closing;
(n3) Certification by There exists no material default in any of Borrowers' obligations or in their compliance with applicable Law, and no default or event which with the chief financial officer passage of time or the Debtor that at the Effective Dategiving of notice, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1or both, would constitute a default under Borrowers' current or prospective obligations;
(o4) The Collateral Assignment All consents and Security Agreementsapprovals necessary for Borrowers' execution, assigning delivery and performance of the rights Loan Documents and the consummation of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Notetransactions contemplated herein; and
(q5) Such No material adverse change has occurred in the Borrowers' operations, business, prospects or financial condition since April 30, 1998.
(J) Searches referred to in Section 4.10 hereof.
(K) All documents, agreements and arrangements required by Bank with respect to the Collateral including, but not limited to, all Lockboxes, the Lockbox Agreements, and all Financing Statements.
(L) Certificates or Binders of Insurance in form and substance satisfactory to Bank and evidencing Borrowers' maintenance of insurance policies as required by this Agreement.
(M) Evidence satisfactory to the Bank that USVI directly or indirectly through wholly-owned subsidiaries owns all of the issued and outstanding stock of all other undertakingsBorrowers and the Borrowers constitute all of the Affiliates involved in USVI's business; and
(N) Amendment to the Mortgage and the other Mortgage Documents duly executed by the appropriate Borrowers, instruments together with title insurance, in form and documents as Bank shall requiresubstance (and in amounts), and issued by an insurer, satisfactory to Bank.
Appears in 1 contract
Documents Required for the Closing. Debtor Borrower shall have delivered or ---------------------------------- caused to be delivered to Bank, at prior to the signing hereofinitial disbursement of any Loan amounts (the "Closing"), the followingfollowing all in form, substance and content satisfactory to Bank and its counsel:
(A) An opinion letter executed by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C.;
(B) The duly executed Note, (Exhibit "A"), having a stated maturity on July 30, 2015, with a face amount of $25,000,000.00, executed by Borrower and payable to the order of Bank;
(C) The duly executed Guaranty Agreements (Exhibits "B" and “C”) ("Guaranties"), in form and substance satisfactory acceptable to BankBank signed by Guarantors, executed by the applicable parties and otherwise subject together with each Guarantor’s current financial statement as follows:
(aset forth in Section 2.01(E) The Notesbelow;
(bD) All necessary releasesBorrower's current financial statements (the "Borrower Financial Statements") reviewed by its certified public accountant, satisfactionswhich shall be satisfactory in form/content to Bank;
(E) Guarantors’ current financial statement (the “Guarantor Financial Statements”) reviewed by their certified public accountant, assignments, subordinations which shall be satisfactory in form/content and termination statements substance to cause Bank (Borrower Financial Statements and Guarantor Financial Statements are collectively referred to herein as the security interests granted therein to be first priority security interests in the Collateral (subject only to Permitted Liens“Financial Statements”);
(cF) The Pledge Collateral Assignment of Notes and Liens and Security Agreement required (Exhibit "D") ("Assignment"), duly executed by Section 8.08 hereofBorrower in favor of Bank, pursuant encumbering the Mortgage Paper, acceptable to which Debtor shall pledge (i) one hundred percent (100%) Bank, including physical possession 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, promissory notes endorsed to Bank 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 Financing Statements mentioned in connection therewithSection III;
(dG) The financing statements required UCC-1 (Exhibit “E”) Financing Statement, duly executed by Section 6.07 hereofBorrower, necessary evidencing Bank’s security interest in the Mortgage Paper;
(H) Amendment to perfect Collateral Assignments of Loan Documents (Exhibit “F”), duly executed by Borrower in favor of Bank;
(I) Security Agreement (Exhibit “G”) (“Security Agreement”), duly executed by Borrower in favor of Bank, encumbering the assets of Borrower more particularly described therein (the “Collateral”);
(J) UCC-1 (Exhibit “H”) Financing Statement, duly executed by Borrower, evidencing Bank’s security interests interest in the Collateral;
(eK) Copies Unanimous Written Consent of the resolutions Partners of the board of directors and shareholders of Debtor Borrower (certified as of the Effective Date by the corporate secretary or assistant secretary of Debtor) Exhibit "I"), authorizing the execution, delivery delivery, and performance of this Agreement, the Notes Note, and each all other Loan Document documents to be delivered to Bank pursuant heretohereto at such time;
(fL) Copies Unanimous Written Consent of the Members and Managers of UDF IV Acquisitions Manager, LLC (certified Exhibit “J”), authorizing the execution, delivery, and performance of this Agreement, the Note, and all other documents to be delivered pursuant hereto at such time;
(M) Written Consent of the General Partner of United Development Funding III, L.P. (Exhibit "K"), authorizing the execution, delivery, and performance of this Agreement and all other documents to be delivered pursuant hereto at such time;
(N) Unanimous Written Consent of the Board of Directors of UMTH Land Development, L.P. (Exhibit "L"), authorizing the execution, delivery, and performance of this Agreement, the Note, and all other documents to be delivered pursuant hereto at such time;
(O) Unanimous Written Consent of the Board of Directors of UMT Services, Inc. (Exhibit "M"), authorizing the execution, delivery, and performance of this Agreement, the Note, and all other documents to be delivered pursuant hereto at such time;
(P) Unanimous Written Consent of the Board of Trustees of United Development Funding IV (Exhibit "N"), authorizing the execution, delivery, and performance of this Agreement, and all other documents to be delivered pursuant hereto at such time;
(Q) Statute of Frauds Notice (Exhibit “O”) duly executed by Bank, Borrower and Guarantors;
(R) Errors and Omissions Letter (Exhibit “P”) duly executed by Borrower and Guarantors; and
(S) A UCC search report from 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. Texas and the subsequent name change from Affinity BiotechSecretary of State of Delaware revealing no conflicting security interests in the Mortgage Paper or the Collateral other than as expressly permitted by Bank in its sole and absolute discretion. The documents described above and all agreements, Inc. to IBAHnotes, Inc.guaranties, assignments, security agreements, instruments, affidavits, certificates, and any fictitious name registrationsother documents evidencing, for Debtorsecuring or otherwise furnished by Bank in connection with the Loan, together with a copy (certified by including this Agreement, are collectively referred to herein as 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 Debtor as of the most recent date practicable prior to the Effective Date, from each state in which it is organized or qualified (or to be qualified) to transact business;
(i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereof;
(l) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Note; and
(q) Such other undertakings, instruments and documents as Bank shall require"Loan Documents".
Appears in 1 contract
Documents Required for the Closing. Debtor The Borrower shall have delivered or ---------------------------------- caused to be delivered the Agent prior to Bank, at the signing hereof, initial disbursement of the Loans the following, in form and substance satisfactory to Bank, executed by the applicable parties and otherwise subject as follows:
(aA) The Notes;
(bB) All necessary releases, satisfactions, assignments, subordinations and termination statements to cause Stock Pledge Agreements (collectively the security interests granted therein to be first priority security interests "Stock Pledge Agreements") in the Collateral (subject only to Permitted Liens)form attached hereto as Exhibit E, including Schedule I thereto, duly executed by the Borrower, together with certificates representing the shares pledged thereby, duly endorsed in blank, and stock powers duly endorsed in blank;
(cC) Duly executed Guaranty and Suretyship Agreement (collectively the "Guaranty and Suretyship Agreements") of the Guarantor, in the form attached hereto as Exhibit F;
(D) The Pledge Agreement Financing Statements and mortgagee waivers 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 therewithIV;
(dE) The financing statements required by Section 6.07 hereof, necessary to perfect the security interests in the Collateral;
(e) Copies A copy of the resolutions of the Borrower's board of directors and shareholders of Debtor (directors, certified as of the Effective Date by the corporate secretary or assistant secretary of Debtor) Borrower as of the date of Closing, authorizing the execution, delivery and performance of this Agreement, the Notes Notes, the Collateral Documents, and each other Loan Document document to be delivered to Bank pursuant hereto;
(fF) Copies (A copy of resolutions of each Subsidiary's board of directors, 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 Closing by the Closing) secretary of each of such officer corporations, authorizing the execution, delivery and performance of any documents to be delivered by such corporation pursuant to this Agreement, including without limitation any of the Collateral Documents.
(G) A copy, certified as of the most recent date practicable, by the applicable Secretaries of State of, of the Borrower's and each Subsidiary's Charter, together with a certificate dated the date of the Closing of the Borrower's corporate secretary to the effect that the foregoing documents such certificates of incorporation have not been amended since the date of the aforesaid Secretary of State certifications;
(gH) A copy of the Borrower's by-laws certified by Borrower's secretary as of the date of the Closing;
(I) A certificate (dated the Effective Date) date of the Closing of the Borrower's corporate secretary or assistant secretary of Debtor as to the incumbency and signatures of the officers thereof who are of the Borrower executing this Agreement on Agreement, the behalf Notes, the Collateral Documents, and each other document to be delivered pursuant hereto;
(J) A certificate dated the date of Debtor and the Closing of each Subsidiary's corporate secretary as to the Designated Officers incumbency and signatures of Debtor;the officers of each of such corporation executing any document to be delivered pursuant hereto, including without limitation any of the Collateral Documents.
(hK) Certificates of good standing and subsistence with respect to Debtor Certificates, as of the most recent date practicable prior to dates practicable, of the Effective Date, from aforesaid Secretary of State and the Secretary of State of each state in which it the Borrower is organized or qualified (or as a foreign corporation as to be qualified) to transact businessthe good standing of the Borrower;
(iL) Evidence Copies of the insurance coverages required executed Service Agreements with Vero Orthopaedics, P.A., Princeton Orthopaedic Associates II, P.A., Reconstructive Orthopaedic Associates II, P.C., TOC Specialists, P.L., and Greater Chesapeake Orthopaedic Associates, L.L.C.
(M) A written opinion of Messrs. Baker, Donelson, Bearman & ▇▇▇▇▇▇▇▇, the Borrower's counsel, dated the date of the Closing and addressed individually to each Bank, in the form attached hereto as Exhibit G and otherwise satisfactory to the Banks.
(N) A certificate, dated the date of the Closing, signed by this Agreement together with evidence the president, vice president, chief financial officer, or corporate controller of payment of all premiums which the Borrower and to the effect that:
(1) The representations and warranties set forth within Paragraph 5.1 are due and payable true as of the Effective Datedate of the Closing;
(j2) Uniform Commercial CodeNo Event of Default hereunder, Judgmentand no event which, Suits and Tax Lien Searches satisfactory to Bank regarding Debtorwith the giving of notice or passage of time or both, would become such an Event of Default, has occurred as of such date;
(k3) Written opinions All of Debtor's legal counsel dated the Effective Date Collateral Documents are and addressed to Bank, shall remain in full force and effect.
(O) Copies of all documents evidencing the terms and conditions of any debt specified as Subordinated Indebtedness on Exhibit C in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereofBanks;
(lP) Certification A Federal Reserve Form (or Forms) U-1, duly completed and executed by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment Borrower and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Note; and
(q) Such other undertakings, instruments and documents as Bank shall requireeach Pledgor.
Appears in 1 contract
Sources: Revolving Loan and Security Agreement (Specialty Care Network Inc)
Documents Required for the Closing. Debtor The Borrower shall have delivered or ---------------------------------- caused to be delivered the Lender, prior to Bank, at the signing hereofinitial disbursement of the Loan (the "Closing"), the following, in form and substance satisfactory to Bank, :
(A) The Demand Note duly executed by the applicable parties and otherwise subject Borrower, in the form attached hereto as follows:
(a) The NotesExhibit 2.03;
(bB) All necessary releases, satisfactions, assignments, subordinations A duly executed Second Amendment to Mortgage and termination statements to cause Security Agreement from the security interests granted therein to be first priority security interests Borrower in the Collateral (subject only to Permitted Liensform attached hereto as Exhibit 1.01(E);
(cC) 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 therewithduly executed Subordination Agreements;
(dD) The financing statements required by Section 6.07 hereof, necessary to perfect A duly executed Perfection Certificate from the security interests Borrower in the Collateralform attached hereto as Exhibit 1.01(F);
(eE) Copies The Guaranty duly executed by the Guarantor in the form attached hereto as Exhibit 1.01(D);
(F) A First Amendment to and Ratification of Blocked Account Deposit Agreement duly executed by the Borrower in the form attached hereto as Exhibit 1.01(A);
(G) The Financing Statements and other instruments required by Article 4.0;
(H) A copy, certified as of the date of the Closing, of resolutions of the board of directors of the Borrower, authorizing the execution, delivery, and shareholders performance of Debtor this Agreement, the Demand Note, the Loan Documents, and each other document to be delivered pursuant hereto;
(I) A copy, certified as of the Effective Date by date of the Closing, of the bylaws of the Borrower;
(J) A certificate (dated the date of the Closing) of 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 Borrower as to the incumbency and signatures of the officers thereof who are executing of the Borrower signing this Agreement on Agreement, the behalf of Debtor Demand Note, the Loan Documents, and as each other document to the Designated Officers of Debtorbe delivered pursuant hereto;
(hK) Certificates of good standing and subsistence with respect to Debtor A copy, certified as of the most recent date practicable prior by the Secretary of the State of Delaware, of the Articles of Incorporation of the Borrower, and all amendments thereto, together with a certificate (dated the date of the Closing) of the corporate secretary or assistant secretary of the Borrower to the Effective Dateeffect that such Articles of Incorporation have not been further amended since the date of the aforesaid certification of the Secretary of the State of Delaware;
(L) Certificates of tax and corporate good standing dated as of the most recent date practicable, from issued by the Commissioner of the Department of Revenue and the Secretary of State of the State of Delaware as to the tax good standing and the legal existence and good legal standing, respectively, of the Borrower;
(M) Certificates, as of the most recent dates practicable, of the Secretary of The Commonwealth of Massachusetts and of the secretary of state of each other state in which it the Borrower is organized qualified as a foreign corporation and, if applicable, of the department of revenue or qualified (or taxation of each of the foregoing states, as to be qualified) to transact businessthe good standing of the Borrower;
(iN) Evidence A written opinion of legal counsel to the Borrower dated the date of the insurance coverages required Closing and addressed to the Lender, in form satisfactory to the Lender and its counsel;
(O) A certificate, dated the date of the Closing, signed by this Agreement together with evidence the chief executive officer, the president or a vice president of payment of all premiums which the Borrower and to the effect that:
(1) The representations and warranties set forth in Section 5.01 are due and payable true as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereof;
(l) Certification by the chief financial officer date of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. NoteClosing; and
(q2) Such other undertakingsNo Event of Default hereunder, instruments and no event which, with the giving of notice or passage of time or both, would become such an Event of Default, has occurred as of such date;
(P) Copies of all documents evidencing the terms and conditions of any debt specified as Bank shall requireSubordinated Indebtedness on Exhibit 1.01(H); and
(Q) A duly executed Borrowing Base Certificate as of a date not more than one (1) day prior to the Closing, acceptable to the Lender and certifying a Borrowing Base of not less than $3,057,559.62.
Appears in 1 contract
Sources: Loan Agreement (Ipg Photonics Corp)
Documents Required for the Closing. Debtor The Borrower shall have delivered or ---------------------------------- caused to be delivered the Agent prior to Bank, at the signing hereof, initial disbursement of the Loans the following, in form and substance satisfactory to Bank, executed by the applicable parties and otherwise subject as follows:
(a) The NotesNote;
(b) All necessary releases, satisfactions, assignments, subordinations The Amended and termination statements to cause Restated Stock Pledge Agreement (the security interests granted therein to be first priority security interests "Stock Pledge Agreement") in the Collateral (subject only form attached hereto as Exhibit 3.1(b), including Schedule I thereto, duly executed by the Borrower, together with, to Permitted Liens)the extent not already in the possession of the Agent, the certificates representing the shares of the Subsidiaries pledged thereby, duly endorsed in blank, and stock powers duly endorsed in blank;
(c) The Pledge Amended and Restated Guaranty and Suretyship Agreement required in the form attached hereto as Exhibit 3.1(c), duly executed 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 therewitheach Guarantor;
(d) The financing statements Financing Statements required by Section 6.07 hereof, necessary to perfect the security interests in the Collateral4.5;
(e) Copies of the resolutions of the board of directors and shareholders of Debtor (certified as of the Effective Date Borrower and each Subsidiary, respectively, certified by the corporate secretary or assistant secretary of Debtor) each as of the date of Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the Notes Notes, the Loan Documents, and each other Loan Document document to be delivered to Bank pursuant hereto;
(f) Copies (A copy, certified as of the most recent date practicable, by the Secretary applicable Secretaries of State of the state of incorporation Borrower's 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 Debtoreach Subsidiary's Charter, 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) Closing of each of such officer Borrower's corporate secretary to the effect that the foregoing documents such certificates of incorporation have not been amended since the date of the aforesaid Secretary of State certifications;
(g) A copy of Borrower's by-laws certified by Borrower's secretary as of the date of the Closing;
(h) A copy of the by-laws of each Subsidiary certified by each Subsidiary's secretary as of the date of Closing;
(i) A certificate (dated the Effective Date) date of the secretary or assistant Closing of the corporate secretary of Debtor each of the Borrower and each Subsidiary as to the incumbency and signatures of the their respective officers thereof who are executing this Agreement on Agreement, the behalf Notes, the Collateral Documents, and each other document to be delivered pursuant hereto;
(j) Certificates, as of Debtor the most recent dates practicable, of the Tennessee Secretary of State and the Secretary of State of each state in which Borrower is qualified as a foreign corporation as to the Designated Officers good standing of DebtorBorrower;
(hk) Certificates of good standing and subsistence with respect to Debtor Certificates, as of the most recent date practicable prior practicable, of the Secretaries of State in each state where each Subsidiary is organized as to the Effective Date, from good standing of each state in which it is organized or qualified (or to be qualified) to transact business;
(i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereofSubsidiary;
(l) Certification by A written opinion of Borrower's counsel, dated the chief financial officer date of the Debtor that at Closing and addressed individually to each Bank, in the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;form attached hereto as Exhibit 3.1(k) and otherwise satisfactory to the Banks.
(m) Certification A certificate, dated the date of the Closing, signed by the president, vice president, chief financial officer officer, or corporate controller of the Debtor that at Borrower and to the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00effect that:
(i) The representations and warranties set forth within Section 5 are true as of the date of the Closing;
(ii) No Event of Default or Unmatured Default has occurred as of such date;
(iii) All of the Collateral Documents are in full force and effect.
(n) Certification A Federal Reserve Form (or Forms) U-1, duly completed and executed by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Note; and
(q) Such other undertakings, instruments and documents as Bank shall requireBorrower.
Appears in 1 contract
Sources: Loan and Security Agreement (Clintrials Research Inc)
Documents Required for the Closing. Debtor The Borrower shall have delivered or ---------------------------------- caused to be delivered the Bank prior to Bank, at the signing hereof, initial disbursement of the Loan the following, in form and substance satisfactory to Bank, executed by the applicable parties and otherwise subject as follows:
(a) The NotesNote;
(b) All necessary releases, satisfactions, assignments, subordinations and termination statements to cause the security interests granted therein to be first priority security interests The Pledge Agreements in the Collateral (subject only to Permitted Liens)form attached hereto as Exhibit D, duly executed by the Guarantor;
(c) The Pledge Agreement required Guaranty, duly executed 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 therewithGuarantor;
(d) The financing statements required An Amendment to Subordination Agreement, in form and substance acceptable to Bank, duly executed by Section 6.07 hereof, necessary to perfect the security interests in the CollateralGuarantor;
(e) The Symbion Guaranty, duly executed by Symbion;
(f) A Landlord's Lien Waiver, Consent and Estoppel, in form and substance acceptable to Bank, duly executed by Northwest Washington Medical Bureau;
(g) A Collateral Assignment of Lease, in form and substance acceptable to Bank, duly executed by Borrower;
(h) The Financing Statements required by Section 4;
(i) Copies of the resolutions of the board of directors and shareholders of Debtor (certified as of the Effective Date general partner of the Borrower, the board of directors of the Guarantor, and the board of directors of Symbion, respectively, certified by the corporate secretary or assistant secretary of Debtor) each as of the date of Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the Notes Note, the Loan Documents, and each other Loan Document document to be delivered to Bank pursuant hereto;
(fj) Copies (A copy, certified as of the most recent date practicable, by the Tennessee Secretary of State of the state Borrower's Certificate 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 DebtorLimited Partnership, 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) Closing of each of such officer Borrower's general partner to the effect that the foregoing such documents have not been amended since the date of the aforesaid Secretary of State certifications;
(gk) A copy of Borrower's Partnership Agreement certified by Borrower's general partner as of the date of the Closing;
(l) A certificate (dated the Effective Date) date of the Closing of the secretary or assistant secretary of Debtor the general partner of the Borrower, the Guarantor and Symbion as to the incumbency and signatures of the their respective officers thereof who are executing this Agreement on Agreement, the behalf of Debtor Note, the Guaranty, the Symbion Guaranty, the Collateral Documents, and as each other document to the Designated Officers of Debtorbe delivered pursuant hereto;
(hm) Certificates of good standing and subsistence with respect to Debtor Certificates, as of the most recent date practicable prior to dates practicable, of the Effective Date, from Tennessee Secretary of State and the Secretary of State of each state in which it Borrower, Symbion or Guarantor is organized or qualified (or as a foreign entity as to be qualified) to transact businessthe existence and/or good standing of Borrower, Symbion and Guarantor;
(in) Evidence A written opinion of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due Borrower's, Symbion's and payable as Guarantor's counsel, dated the date of the Effective Date;Closing, in form satisfactory to the Bank.
(jo) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to BankA Subordination Agreement, in form and substance satisfactory acceptable to Bank regarding such legal matters as Bank shall request relating to the subject matter hereof;
(l) Certification Bank, duly executed by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial ARC Management Services, GmbH Note and Euro Bio-Pharm, Ltd. NoteInc.;
(p) A certificate, dated the date of the Closing, signed by the president, vice president, chief financial officer, or corporate controller of the general partner of the Borrower and the Guarantor to the effect that:
(i) The originally executed Bio-Pharm Clinical Services, GmbH Note representations and Euro Bio-Pharm Ltd. Note; andwarranties set forth within Section 5 are true as of the date of the Closing;
(ii) No Event of Default or Unmatured Default has occurred as of such date;
(iii) All of the Collateral Documents are in full force and effect.
(q) Such other undertakingsA Federal Reserve Form (or Forms) U-1, instruments duly completed and documents as Bank shall requireexecuted by the Borrower.
Appears in 1 contract
Documents Required for the Closing. Debtor The Borrower shall have delivered or ---------------------------------- caused to be delivered the Bank prior to Bank, at the signing hereof, initial disbursement of the Loan the following, in form and substance satisfactory to Bank, executed by the applicable parties and otherwise subject as follows:
(a) The NotesNote;
(b) All necessary releases, satisfactions, assignments, subordinations and termination statements to cause the security interests granted therein to be first priority security interests The Pledge Agreements in the Collateral (subject only to Permitted Liens)form attached hereto as Exhibit D, duly executed by the general partner of Borrower and the majority limited partner of Borrower;
(c) The Pledge Agreement required Guaranty, duly executed 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 Guarantor and 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 therewithSymbion Guaranty duly executed by Symbion;
(d) The financing statements required An Amendment to Subordination Agreement, in form and substance acceptable to Bank, duly executed by Section 6.07 hereof, necessary to perfect the security interests in the CollateralGuarantor;
(e) A Subordination Agreement, in form and substance acceptable to Bank, duly executed by ARC Management Services, Inc.;
(f) A Landlord's Lien Waiver, Consent and Estoppel, in form and substance acceptable to Bank, duly executed by 300 Grove Street Realty Corp.;
(g) A Collate▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇f Lease, in form and substance acceptable to Bank, duly executed by Borrower;
(h) The Financing Statements required by Section 4;
(i) Copies of the resolutions of the board of directors and shareholders of Debtor (certified as of the Effective Date general partner of the Borrower, of the board of directors of the Guarantor, and of the board of directors of Symbion, respectively, certified by the corporate secretary or assistant secretary of Debtor) each as of the date of Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the Notes Note, the Loan Documents, and each other Loan Document document to be delivered to Bank pursuant hereto;
(fj) Copies (A copy, certified as of the most recent date practicable, by the Tennessee Secretary of State of the state Borrower's Certificate 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 DebtorLimited Partnership, 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) Closing of each of such officer Borrower's general partner to the effect that the foregoing such documents have not been amended since the date of the aforesaid Secretary of State certifications;
(gk) A copy of Borrower's Partnership Agreement certified by Borrower's general partner as of the date of the Closing;
(l) A certificate (dated the Effective Date) date of the Closing of the secretary or assistant secretary of Debtor the general partner of the Borrower, the Guarantor and Symbion as to the incumbency and signatures of the their respective officers thereof who are executing this Agreement on Agreement, the behalf of Debtor Note, the Guaranty, the Symbion Guaranty, the Collateral Documents, and as each other document to the Designated Officers of Debtorbe delivered pursuant hereto;
(hm) Certificates of good standing and subsistence with respect to Debtor Certificates, as of the most recent date practicable prior to dates practicable, of the Effective Date, from Tennessee Secretary of State and the Secretary of State of each state in which it Borrower, Symbion or Guarantor is organized or qualified (or to be qualified) to transact business;
(i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters a foreign entity as Bank shall request relating to the subject matter hereof;
(l) Certification by the chief financial officer existence and/or good standing of the Debtor that at the Effective DateBorrower, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00Symbion and Guarantor;
(n) Certification by the chief financial officer A written opinion of the Debtor that at Borrower's, Symbion's and Guarantor's counsel, dated the Effective Datedate of the Closing, Debtor's maximum liabilities in form satisfactory to Tangible Net Worth shall not be less than 1.75:1;the Bank.
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note[intentionally omitted];
(p) A certificate, dated the date of the Closing, signed by the president, vice president, chief financial officer, or corporate controller of the general partner of the Borrower and the Guarantor to the effect that:
(i) The originally executed Bio-Pharm Clinical Services, GmbH Note representations and Euro Bio-Pharm Ltd. Note; andwarranties set forth within Section 5 are true as of the date of the Closing;
(ii) No Event of Default or Unmatured Default has occurred as of such date;
(iii) All of the Collateral Documents are in full force and effect.
(q) Such other undertakingsA Federal Reserve Form (or Forms) U-1, instruments duly completed and documents as Bank shall requireexecuted by the Borrower.
Appears in 1 contract
Documents Required for the Closing. Debtor Borrower shall have delivered or ---------------------------------- caused to be delivered to Bank, at prior to the signing hereofinitial disbursement of any Loan amounts (the "Closing"), the followingfollowing all in form, substance and content satisfactory to Bank and its counsel:
(A) An opinion letter executed by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C.;
(B) The duly executed Note, (Exhibit "A"), having a stated maturity on August 19, 2015, with a face amount of $15,000,000.00, executed by Borrower and payable to the order of Bank;
(C) The duly executed Guaranty Agreements (Exhibits "B" and “C”) ("Guaranties"), in form and substance satisfactory acceptable to BankBank signed by Guarantors, executed by the applicable parties and otherwise subject together with each Guarantor’s current financial statement as follows:
(aset forth in Section 2.01(E) The Notesbelow;
(bD) All necessary releasesBorrower's current financial statements (the "Borrower Financial Statements") reviewed by its certified public accountant, satisfactionswhich shall be satisfactory in form/content to Bank;
(E) Guarantors’ current financial statement (the “Guarantor Financial Statements”) reviewed by their certified public accountant, assignments, subordinations which shall be satisfactory in form/content and termination statements substance to cause Bank (Borrower Financial Statements and Guarantor Financial Statements are collectively referred to herein as the security interests granted therein to be first priority security interests in the Collateral (subject only to Permitted Liens“Financial Statements”);
(cF) The Pledge Collateral Assignment of Notes and Liens and Security Agreement required (Exhibit "D") ("Assignment"), duly executed by Section 8.08 hereofBorrower in favor of Bank, pursuant encumbering the Mortgage Paper, acceptable to which Debtor shall pledge (i) one hundred percent (100%) Bank, including physical possession 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, promissory notes endorsed to Bank 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 Financing Statements mentioned in connection therewithSection III;
(dG) The financing statements required Amendment to Collateral Assignments of Loan Documents (Exhibit “E”), duly executed by Section 6.07 hereofBorrower;
(H) UCC-1 (Exhibit “F”) Financing Statement, necessary to perfect duly executed by Borrower, evidencing Bank’s security interest in the Mortgage Paper;
(I) Security Agreement (Exhibit “G”) (“Security Agreement”), duly executed by Borrower in favor of Bank, encumbering the assets of Borrower more particularly described therein (the “Collateral”);
(J) UCC-1 (Exhibit “H”) Financing Statement, duly executed by Borrower, evidencing Bank’s security interests interest in the Collateral;
(eK) Copies Assignment of Account Agreement, duly executed by Borrower in favor of Bank, assigning the Accounts to Bank to secure the Loan (Exhibit “I”);
(L) Unanimous Written Consent of the resolutions Partners of the board of directors and shareholders of Debtor Borrower (certified as of the Effective Date by the corporate secretary or assistant secretary of Debtor) Exhibit "J"), authorizing the execution, delivery delivery, and performance of this Agreement, the Notes Note, and each all other Loan Document documents to be delivered to Bank pursuant heretohereto at such time;
(fM) Copies Unanimous Written Consent of the Members and Managers of UDF IV Finance VI Manager, LLC (certified Exhibit “K”), authorizing the execution, delivery, and performance of this Agreement, the Note, and all other documents to be delivered pursuant hereto at such time;
(N) Written Consent of the General Partner of United Development Funding III, L.P. (Exhibit "L"), authorizing the execution, delivery, and performance of this Agreement and all other documents to be delivered pursuant hereto at such time;
(O) Unanimous Written Consent of the Board of Directors of UMTH Land Development, L.P. (Exhibit "M"), authorizing the execution, delivery, and performance of this Agreement, the Note, and all other documents to be delivered pursuant hereto at such time;
(P) Unanimous Written Consent of the Board of Directors of UMT Services, Inc. (Exhibit "N"), authorizing the execution, delivery, and performance of this Agreement, the Note, and all other documents to be delivered pursuant hereto at such time;
(Q) Unanimous Written Consent of the Board of Trustees of United Development Funding IV (Exhibit "O"), authorizing the execution, delivery, and performance of this Agreement, and all other documents to be delivered pursuant hereto at such time;
(R) Statute of Frauds Notice (Exhibit “P”) duly executed by Bank, Borrower and Guarantors;
(S) Errors and Omissions Letter (Exhibit “Q”) duly executed by Borrower and Guarantors; and
(T) A UCC search report from 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. Texas and the subsequent name change from Affinity BiotechSecretary of State of Delaware revealing no conflicting security interests in the Mortgage Paper, Inc. to IBAHthe Collateral, Inc.or the Cash Collateral other than as expressly permitted by Bank in its sole and absolute discretion. The documents described above and all agreements, notes, guaranties, assignments, security agreements, instruments, affidavits, certificates, and any fictitious name registrationsother documents evidencing, for Debtorsecuring or otherwise furnished by Bank in connection with the Loan, together with a copy (certified by including this Agreement, are collectively referred to herein as 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 Debtor as of the most recent date practicable prior to the Effective Date, from each state in which it is organized or qualified (or to be qualified) to transact business;
(i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereof;
(l) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Note; and
(q) Such other undertakings, instruments and documents as Bank shall require"Loan Documents".
Appears in 1 contract
Documents Required for the Closing. Debtor Borrower shall have delivered or ---------------------------------- caused to be duly delivered to Bank, at Bank the signing hereof, following on the following, in form and substance satisfactory to Bank, executed by the applicable parties and otherwise subject as followsClosing Date:
(aA) The NotesNote, duly executed on behalf of Borrower;
(bB) 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 A certified (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%) as of the capital stock of its wholly-owned Subsidiary, Affinity, (ii) one hundred percent (100%) date of the capital stock Closing hereof) copy 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) Borrower authorizing the execution, delivery and performance of this Agreement, the Notes Note, the Collateral Documents and each other Loan Document document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to Bank pursuant heretoherein;
(fC) Copies A certified (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) copy of Borrower's by laws;
(D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Note, the Collateral Documents and each other document to be delivered pursuant hereto or thereto;
(E) A copy, certified as of such officer the most recent date practicable by the appropriate Secretary of State, of Borrower's articles of incorporation, together with a certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary to the effect that the foregoing documents have such certificate of incorporation has not been amended since the date of the aforesaid certificationscertification;
(gF) 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 Debtor Certificates, as of the most recent date practicable prior to dates practicable, of the Effective Dateaforesaid Secretaries of State, from the Secretary of State of each state in which it Borrower is organized qualified as a foreign corporation, and the department of revenue or qualified (or taxation of each of the foregoing states, as to be qualified) to transact businessthe subsistence and good standing of Borrower;
(iG) Evidence A valid, binding and enforceable Guaranty and Suretyship Agreement from each Domestic Subsidiary (other than Kulicke and Soffa Investments, Inc., a Delaware corporation) in ▇▇▇▇▇ of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, each in form and substance satisfactory content identical to Bank regarding such legal matters that which is attached hereto as Bank shall request relating to the subject matter hereof;
(l) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Note; and
(q) Such other undertakings, instruments and documents as Bank shall require.Exhibit 6.02
Appears in 1 contract
Documents Required for the Closing. Debtor Prior to the disbursement of the Loan, the following instruments and documents, duly executed by all proper Persons shall have delivered or ---------------------------------- caused to be been delivered to the Bank, at the signing hereof, the following, in form and substance satisfactory to Bank, executed by the applicable parties and otherwise subject as follows:
(aA) The NotesThis Agreement;
(bB) 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)The Term Note;
(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;
(dC) The financing statements required by Section 6.07 hereof, necessary to perfect the security interests in the Collateral4.5;
(eD) Copies The lien waivers required by Section 4.6;
(1) A certificate of the Borrower's corporate secretary dated as of the date of this Agreement, certifying as to the incumbency and signatures of the officers of the Borrower signing this Agreement, the Term Note, each of the other Loan Documents to be executed by Borrower, and each other document to be delivered pursuant hereto, together with the following documents attached thereto:
(a) A copy of the resolutions of the Borrower's 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 Term Note, each of the other Loan Documents to be delivered by Borrower, and each other Loan Document document to be delivered to Bank by Borrower pursuant hereto;
(fb) Copies (A copy, certified as of the most recent date practicable by the Secretary secretary of State state of the state of incorporation and by authorized officers of Debtor) where the Borrower is incorporated, of the Borrower's articles or certificate 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 incorporation; and
(c) A copy (certified by the secretary or assistant secretary of Debtor) of the by-laws for Debtor and a Borrower's bylaws;
(2) A certificate (of the Guarantor's corporate secretary 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 this Agreement, certifying as to the incumbency and signatures of the officers thereof who are executing this Agreement on of the behalf Guarantor signing the Guarantor and each of Debtor the other Loan Documents to be executed by Guarantor, and as each other document to be delivered pursuant hereto, together with the Designated Officers following documents attached thereto:
(a) A copy of Debtorthe resolutions of the Guarantor's board of directors authorizing the execution, delivery and performance of the Guaranty and each of the other Loan Documents to be delivered by Guarantor, and each other document to be delivered by Guarantor pursuant hereto;
(hb) Certificates of good standing and subsistence with respect to Debtor A copy, certified as of the most recent date practicable prior to by the Effective Date, from each secretary of state in which it is organized or qualified (or to be qualified) to transact business;
(i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as state where the Guarantor is incorporated, of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions Guarantor's articles or certificate of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereof;
(l) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Noteincorporation; and
(qc) Such other undertakingsA copy of the Guarantor's bylaws;
(F) Certificates, instruments as of the most recent dates practicable, of the secretary of state of Delaware, Alabama, Louisiana, and documents Texas and the department of revenue or taxation of each of the foregoing states, as Bank shall require.to the good standing of the Borrower; and certificates as of the more recent dates practicable of the secretary of state of Texas and the department of revenue or taxation of such state, as to the good standing of the Guarantor;
(G) A written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, L.L.P., dated the date of this Agreement and addressed to the Bank, substantially in the form of Exhibit "B", attached hereto;
Appears in 1 contract
Sources: Term Loan Agreement (KMG B Inc)
Documents Required for the Closing. Debtor On or before the Closing Date, Borrower shall have delivered or ---------------------------------- caused to be delivered to Bank, at the signing hereof, Lender duly executed original counterparts of the following, all in form and substance acceptable to Lender, in its sole discretion:
5.2.1 This Agreement;
5.2.2 The Note;
5.2.3 A stock certificate for 1,000,000 (one million) shares of the Borrower's common stock (the "STOCK") with the corresponding Pledge Agreement, in the form attached hereto as EXHIBIT C, and such other documents and agreements as are required to cause such Stock to become part of the Collateral;
5.2.4 A Surety Agreement with respect to the Credit Facility Amount, executed by the Surety., in the form attached hereto as EXHIBIT D;
5.2.5 The Assignment Agreement, in the form attached hereto as EXHIBIT E, with respect to the $1,000,000 (One Million Dollars) "TERMINATION AMOUNT," as that term is used and defined in Section 11(e)(ii) of the Stock Purchase Agreement between Borrower, Chex Services, Inc. and Equitex, Inc. dated November 3, 2003,
5.2.6 An opinion of counsel, in the form attached hereto as EXHIBIT F, which includes an opinion, in form and substance satisfactory to Bankthe Lender, executed by in its sole discretion, that the applicable parties and otherwise subject as follows:
(a) The Notespledge of the Stock does not violate federal and/or state securities laws or the regulations of any stock exchange;
(b) All necessary releases, satisfactions, assignments, subordinations and termination 5.2.7 The UCC-1 financing statements as required by Lender;
5.2.8 UCC-3 Termination Statements with respect to cause the any security interests granted therein to be first priority security interests interest of record in any of the Collateral prior to the date hereof in favor of any Person other than Lender.
5.2.9 A certified (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%) as of the capital stock of its wholly-owned Subsidiary, Affinity, (ii) one hundred percent (100%) date of the capital stock Closing) copy 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 Borrower's board of directors and shareholders of Debtor (certified as of the Effective Date by the corporate secretary or assistant secretary of Debtor) other governing agency authorizing the execution, delivery and performance of this Agreement, the Notes Note, the Stock, the Collateral and Loan Documents and each other Loan Document document to be delivered to Bank pursuant hereto;
(f) Copies (certified 5.2.10 Such other agreements, documents or instruments required by Lender, or its counsel, to evidence 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 transactions described in this Agreement on and perfect the behalf Liens and security interests of Debtor and as to Lender in the Designated Officers of Debtor;
(h) Certificates of good standing and subsistence with respect to Debtor as of the most recent date practicable prior to the Effective Date, from each state in which it is organized or qualified (or to be qualified) to transact business;
(i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereof;
(l) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Note; and
(q) Such other undertakings, instruments and documents as Bank shall requireCollateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Igames Entertainment Inc)
Documents Required for the Closing. Debtor At Closing, Borrower shall have delivered or ---------------------------------- caused the following executed documents to be delivered to Bank, at the signing hereof, the followingAdministrative Agent, in such form and substance satisfactory to Bankcontent as may be required by, executed by the applicable parties and otherwise subject as followsacceptable to, Administrative Agent, in its sole discretion:
(aA) The All of the Notes, dated as of the Closing Date;
(bB) All necessary releasesSecurity agreements, satisfactions, assignments, subordinations and termination statements to cause the security interests granted therein to be first priority security interests substantially in the form of Exhibit F attached hereto, financing statements and any other Collateral (subject only Documents, and such other documents, acceptable to Permitted Liens);
(c) The Pledge Agreement Administrative Agent and Lenders' counsel, as may be necessary or required by Section 8.08 hereof, pursuant under the applicable law to which Debtor shall pledge (i) one hundred percent (100%) perfect or continue the perfection of the capital stock first and prior Lien 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 Lenders against the Collateral;
(eC) Copies Guarantees, substantially in the form of Exhibit G attached hereto;
(D) Corporate resolutions, and incumbency certificates from the resolutions Board of the board Directors of directors and shareholders of Debtor (certified as of the Effective Date by the corporate secretary or assistant secretary of Debtor) Borrower authorizing the execution, delivery and performance execution of this Agreement, the Notes Notes, Borrower's Collateral Documents and each other Loan Document to related documentation, in such form and content as may be delivered to Bank pursuant heretorequired by Administrative Agent or its counsel;
(fE) Copies (certified by the Secretary of State Corporate resolutions and incumbency certificates of the state Boards of incorporation Directors and by authorized officers shareholders' resolutions from each of Debtor) Guarantors authorizing the execution of the articles of incorporation or constituent documents, Articles of Merger evidencing the merger of Bio-Pharm Clinical Services, Inc. with Guarantees 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 certificationsGuarantors' Collateral Documents;
(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;
(hF) Certificates of good standing and subsistence certified copies of the respective Articles of Incorporation and Bylaws of Borrower and each Guarantor;
(G) Written opinion letters from Borrower's and Guarantor's counsel containing legal opinions with respect to Debtor as the representations and warranties set forth below and opining that:
(1) Borrower and each Guarantor are corporations duly organized, validly existing and in good standing under the laws of the most recent date practicable prior to the Effective Datetheir respective states of incorporation, from each state in which it is organized or are qualified (or to be qualified) to transact businessbusiness and are in good standing in those states where the nature of their business or property owned by them require qualification, and Guarantors are wholly-owned Subsidiaries of Borrower;
(i2) Evidence Borrower and each Guarantor has capacity (statutory and otherwise) and power to execute and deliver this Agreement, to borrow money hereunder, to grant the Collateral required hereunder, to execute and deliver the Notes, the Guarantees and the Collateral Documents, and to perform their obligations hereunder and thereunder; and
(3) All corporate action by Borrower and each Guarantor and all consents and approvals of any persons necessary to the validity of this Agreement, the Notes, the Guarantees, the Collateral Documents, and each other document to be delivered hereunder has been duly obtained; this Agreement, the Notes, the Guarantees, the Collateral documents, and such other documents executed in connection herewith, are legal, valid, binding and enforceable in accordance with their respective terms and do not conflict with any provision of the insurance coverages required by this Agreement together charter or bylaws of Borrower or any Guarantor or any applicable laws or any other agreement binding Borrower or any of Guarantors or its or their respective properties;
(4) The procedures contemplated with evidence of payment of all premiums which are due and payable as respect to the perfection of the Effective Liens on the Collateral are good and sufficient in form, under applicable law, to perfect first and prior Liens on the Collateral in favor of Lenders;
(5) No legal or administrative proceedings exist or are threatened against Borrower or any Guarantor, which substantially adversely affect their respective conditions, financial or otherwise.
(H) With respect to any Advance required at Closing upon which Borrower desires to elect a LIBOR based interest rate, Borrower shall have delivered notice of its election with respect thereto, not later than the second (2nd) Banking Day before the Closing Date;
(jI) Uniform Commercial Code, Judgment, Suits Borrower shall provide Administrative Agent with a listing of all assets titled or untitled and Tax Lien Searches satisfactory to Bank regarding Debtorthe locations of such assets owned by Borrower and each Guarantor;
(kJ) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating Five (5) days prior to the subject matter hereof;
(l) Certification by the chief financial officer of the Debtor that at the Effective Closing Date, Debtor's Net Working Capital Borrower shall not have delivered to Administrative Agent all schedules required to be less than $5,000,000.00;
(m) Certification delivered by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Noteit hereunder; and
(qK) Such other undertakings, instruments and documents documentation as Bank shall requiremay reasonably be required by Administrative Agent or Lenders' counsel.
Appears in 1 contract
Documents Required for the Closing. Debtor The Borrowers shall have delivered or ---------------------------------- caused to be duly delivered to Bank, at the signing hereof, Bank the following, in form and substance satisfactory to Bank, executed by following on the applicable parties and otherwise subject as followsClosing Date:
(aA) The This Agreement, the Notes, the Subordination Agreement, the Collateral Documents and the other Loan Documents duly executed on behalf of each Borrower;
(bB) 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)Payment of all Expenses;
(cC) The Pledge Agreement required by Section 8.08 hereof, pursuant to which Debtor shall pledge A certified (i) one hundred percent (100%) as of the capital stock of its wholly-owned Subsidiary, Affinity, (ii) one hundred percent (100%) date of the capital stock Closing) copy 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) each Borrower authorizing the execution, delivery and performance of this Agreement, the Notes Notes, the Collateral Documents and each other Loan Document document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to Bank pursuant heretoherein;
(fD) Copies A certified (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) copy of each Borrower's by-laws;
(E) A certificate (dated the date of such officer the Closing) of each Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of each Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or thereto;
(F) A copy, certified as of the most recent date practicable by the appropriate Secretary of State, of each Borrower's articles or certificate of incorporation, together with a certificate (dated the date of the Closing) of each Borrower's corporate secretary or assistant secretary to the effect that the foregoing documents such articles or certificate of incorporation have not been amended since the date of the aforesaid certificationscertification;
(gG) 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 Debtor Certificates, as of the most recent date practicable prior dates practicable, of the Secretary of State of the states listed on Schedule 3.01(G) hereto with respect to the Effective DateBorrowers listed thereon, from and the department of revenue or taxation of each state in which it is organized or qualified (or of the foregoing states, as to be qualified) to transact businessthe qualification as a foreign corporation, subsistence and good standing of each Borrower;
(i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(kH) Written opinions of Debtor's legal counsel to Borrowers, dated the Effective Date date of the Closing and addressed to the Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereofand its counsel;
(lI) Certification A certificate, dated the date of the Closing, signed on behalf of each Borrower by the chief financial officer president of each Borrower to the effect that:
(1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the Debtor that at date of the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00Closing as though made on and as of the date of Closing;
(m2) Certification by the chief financial officer No Event of Default or Potential Default has occurred and is continuing as of the Debtor that at date of the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00Closing;
(n3) Certification by There exists no material default in any of Borrowers' obligations or in their compliance with applicable Law, and no default or event which with the chief financial officer passage of time or the Debtor that at the Effective Dategiving of notice, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1or both, would constitute a default under Borrowers' current or prospective obligations;
(o4) The Collateral Assignment All consents and Security Agreementsapprovals necessary for Borrowers' execution, assigning delivery and performance of the rights Loan Documents and the consummation of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Notetransactions contemplated herein; and
(q5) Such No material adverse change has occurred in the Borrowers' operations, business, prospects or financial condition since October 31, 1996.
(J) Searches referred to in Section 4.07 hereof.
(K) A copy of the Penney Agreement shall have been delivered to Lender and shall have been certified by Borrowers as being true and correct and in full force and effect and there shall be in full force and effect an irrevocable instruction by Borrowers to Penney (in the form of Exhibit D hereto) which provides that all payments by Penney of Accounts owed by Penney to Borrowers will be made by Penney directly to the Lockboxes or to the Cash Collateral Account (the "Penney Instruction").
(L) All documents, agreements and arrangements required by Bank with respect to the Collateral including, but not limited to, all Lockboxes, Lockbox Agreements, an Assignment to Bank by Fleet of the Existing Lockbox Agreements and Existing Lockboxes, consented to and acknowledged by ▇▇▇▇▇ Fargo, a payoff letter from Fleet, releases and terminations of all existing Liens on the Collateral which are not Permitted Liens, and all Financing Statements.
(M) Duly executed Landlord's Waivers if obtained under Section 4.10 herein, in form and substance satisfactory to Bank.
(N) Certificates or Binders of Insurance in form and substance satisfactory to Bank and evidencing Borrowers' maintenance of insurance policies as required by this Agreement.
(O) Evidence satisfactory to the Bank that USVI directly or indirectly through wholly-owned subsidiaries owns all of the issued and outstanding stock of all other undertakingsBorrowers and the Borrowers constitute all of the Affiliates involved in USVI's business.
(P) The Mortgages and the other Mortgage Documents duly executed by the appropriate Borrowers, instruments together with title insurance, in form and documents as substance (and in amounts), and issued by an insurer, satisfactory to Bank;
(Q) Appraisals of the Mortgaged Property, in form and substance (and in amounts) satisfactory to Bank;
(R) Phase I audits of the Mortgaged Property, in form and substance satisfactory to the Bank, together with evidence satisfactory to the Bank shall requirethat all recommendations set forth therein have been followed and satisfied; and
(S) The Subordination Agreement duly executed by the Borrowers and the holders of the Subordinated Indebtedness covered thereby.
Appears in 1 contract
Documents Required for the Closing. Debtor On or before the Closing Date, Borrowers shall have delivered or ---------------------------------- caused to be duly delivered to Bank, at the signing hereof, Lender duly executed original counterparts of the following, all in form and substance satisfactory content acceptable to Bank, executed by the applicable parties and otherwise subject as followsLender:
(a) The Notes7.2.1 This Agreement;
(b) All necessary releases7.2.2 The Term Loan Note;
7.2.3 A Perfection Certificate from each Borrower;
7.2.4 A Reaffirmation of Obligations from Money Centers of America, satisfactionsInc.;
7.2.5 A Pledge Agreement from Christopher M. Wolfington, assignments, subordinations and termination pledging the stock of iGames;
▇.▇.▇ ▇▇▇ ▇▇▇-▇ ▇inancing statements as required by Lender;
7.2.7 UCC-3 Termination Statements with respect to cause the any security interests granted therein to be first priority security interests interest of record in any of the Collateral (subject only prior to Permitted Liens)the date hereof in favor of any Person other than Lender;
7.2.8 Blocked Account Agreement for the Depository Account and any other Deposit Accounts of Borrowers;
7.2.9 A certified (c) The Pledge Agreement required by Section 8.08 hereof, pursuant to which Debtor shall pledge (i) one hundred percent (100%) as of the capital stock of its wholly-owned Subsidiary, Affinity, (ii) one hundred percent (100%) date of the capital stock Closing) copy 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 iGames' 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 Term Loan Note, the Loan Documents and each other Loan Document document to be delivered to Bank pursuant hereto;
7.2.10 A certified (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) copy of resolutions of Available Money's board of directors authorizing the execution, delivery and performance of this Agreement, the Term Loan Note, the Loan Documents and each other document to be delivered pursuant hereto
7.2.11 A certificate (dated the date of the Closing) of each Borrowers' corporate secretary or other authorized officer as to the incumbency and signatures of such officer the officers of Borrower signing this Agreement, the Term Loan Note, the Loan Documents and each other document to be delivered pursuant hereto;
7.2.12 A copy, certified as of the most recent date practicable by the Secretary of the State of each Borrower's state of formation, of each Borrower's certificate of incorporation, together with a certificate (dated the Closing Date) of each Borrower's corporate secretary to the effect that the foregoing documents have such certificate of incorporation has not been amended since the date of the aforesaid certificationscertification;
(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 Debtor 7.2.13 Certificates, as of the most recent date practicable prior to dates practicable, of the Effective Date, from aforesaid Secretary of State and the Secretary of State of each state in which it each Borrower is organized or qualified (or as a foreign corporation as to be qualified) to transact businessthe good standing of each Borrower;
7.2.14 A certified (i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Datedate of the Closing) copy of resolutions of each corporate Surety's board of directors authorizing the execution, delivery and performance of the Surety Agreement, the Guarantor Security Agreement, and the Collateral and Loan Document to which it is a party and to be delivered pursuant hereto
7.2.15 Stock certificates of iGames, to be delivered by Christopher M. Wolfington;
7.2.16 A certified (jas ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ng) Uniform Commercial Codecopy of resolutions of the boards of directors of each of iGames and MCA authorizing the execution, Judgment, Suits delivery and Tax Lien Searches satisfactory to Bank regarding Debtorperformance of the Pledge Agreements and the delivery of stock certificate pursuant thereto;
(k) Written opinions 7.2.17 A written opinion of Debtor's legal Borrowers' counsel dated the Effective Closing Date and addressed to BankLender, containing language substantially in the form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereofof Schedule 3;
(l) Certification by 7.2.18 Lien satisfactions as may be necessary to provide Lender a first Lien on and security interest in the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. NoteCollateral; and
(q) 7.2.19 Such other undertakingsagreements, documents or instruments required by Lender, or its counsel, to evidence the transactions described in this Agreement and documents as Bank shall requireperfects the Liens and security interests of Lender in the Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Igames Entertainment Inc)
Documents Required for the Closing. Debtor shall The Loan Parties have delivered or ---------------------------------- caused to be delivered to Bank, at the signing hereof, Purchaser the following, duly executed as appropriate:
(a) this Note Purchase Agreement;
(b) the Note;
(c) the Security Agreement;
(d) the Guaranties;
(e) the Intercreditor Agreement;
(f) a certificate or certificates registered in the name of Purchaser representing the shares of Preferred Stock referred to in Section 2.01(b);
(g) the Closing Fee payable at the Closing referred to in Section 2.04;
(h) a certificate dated as of the Closing Date, signed by an officer of Parent and the Company certifying that the conditions specified in Sections 5.01 through 5.03 are true and correct;
(i) a certificate dated as of the Closing Date from Parent and the Company, signed by the Secretary of each such company and in form and substance satisfactory to Bankthe Purchaser and its counsel, 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 certifying that resolutions have been duly adopted by such company's Board of Directors (100%and to the extent necessary, its shareholders) authorizing the execution of this Agreement and the Ancillary Agreements, the issuance of the capital stock Securities, and all of its wholly-owned Subsidiary, Affinitythe other transactions to be consummated pursuant hereto, (ii) one hundred percent (100%) certifying as to the names of the capital stock members of its wholly-owned SubsidiaryBoard of Directors and the names and incumbency of its officers who are empowered to execute the foregoing documents for and on behalf of such company, EuroBioPharm(iii) certifying the authenticity of attached copies of the charter documents and Bylaws of such company, and (iiiiv) sixty-six percent (66%) certifying the continued good standing of the capital stock of such company in 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 incorporation, as evidenced by a reasonably current Certificate 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 Debtor as of the most recent date practicable prior to the Effective Date, from each state in which it is organized or qualified (or to be qualified) to transact business;
(i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective DateGood Standing;
(j) Uniform Commercial Code, Judgment, Suits a favorable opinion of Parent's and Tax Lien Searches satisfactory the Company's legal counsel as to Bank regarding Debtormatters and in form reasonably acceptable to the Purchaser;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereofUCC-1 financing statements;
(l) Certification by a solvency certificate, in form reasonably acceptable to the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00Purchaser;
(m) Certification documents, in form reasonably acceptable to the Purchaser, evidencing the obtaining of all necessary releases, consents or approvals requested by the chief financial officer of Purchaser for the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00transactions contemplated by this Agreement;
(n) Certification a copy, certified by the chief financial officer Company as true and correct, of the Debtor that at Senior Credit Agreement and the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1closing documents related thereto;
(o) The Collateral Assignment three year pro forma projections for Parent and Security Agreements, assigning its Subsidiaries with the rights first fiscal year of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Notesuch projections being on a monthly basis;
(p) The originally executed Bio-Pharm Clinical Servicessuch other documents, GmbH Note and Euro Bio-Pharm Ltd. Note; and
(q) Such other undertakingscertificates, instruments and documents or opinions as Bank shall requirethe Purchaser or their legal counsel may reasonably request, in form reasonably satisfactory to the Purchaser.
Appears in 1 contract
Documents Required for the Closing. Debtor The Borrower shall have delivered or ---------------------------------- caused to be delivered the Lender, prior to Bank, at the signing hereofinitial Advance (the "Closing"), the following, in form and substance satisfactory to Bank, :
(A) The Note duly executed by the applicable parties and otherwise subject Borrower, in the form attached hereto as follows:
(a) The NotesExhibit 2.03;
(bB) 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)The Financial Statements;
(cC) The Pledge Agreement UCC Financing Statements and other instruments 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 therewithArticle 4.0;
(dD) The financing statements required by Section 6.07 hereoffully executed Landlord's Consent and Waiver, necessary to perfect the security interests in the Collateralform attached hereto as Exhibit 1.20;
(eE) Copies A copy, certified as of the date of the Closing, of resolutions of the board of directors of the Borrower, authorizing the execution, delivery, and shareholders performance of Debtor this Agreement, the Note, the Collateral Documents, and each other document to be delivered pursuant hereto or in connection herewith;
(F) A copy, certified as of the Effective Date by date of the Closing, of the Borrower's bylaws;
(G) A certificate of the corporate secretary or assistant secretary of Debtor) authorizing the executionBorrower, 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 of the Borrower signing this Agreement on Agreement, the behalf of Debtor Note, the Collateral Documents, and as each other document to the Designated Officers of Debtorbe delivered pursuant hereto;
(hH) Certificates of good standing and subsistence with respect to Debtor A copy, certified as of the most recent date practicable prior by the Secretary of the State of Delaware, of the Certificate of Incorporation of the Borrower, and all amendments thereto, together with a certificate (dated the date of the Closing) of the corporate secretary or assistant secretary of the Borrower to the Effective Dateeffect that such Certificate of Incorporation has not been further amended since the date of the aforesaid certification of the Secretary of the State of Delaware;
(I) Certificates of legal existence (long form) and good standing dated as of the most recent date practicable, issued by the Secretary of the State of Delaware and Secretary of the Commonwealth of Massachusetts as to the legal existence and good standing of the Borrower, together with a certificate (dated the date of the Closing) of the corporate secretary or assistant secretary of the Borrower to the effect that nothing has occurred since issuance of the Certificates of Legal Existence and Good Standing that would prevent either the Secretary of the State of Delaware of the Secretary of the Commonwealth of Massachusetts from issuing updated Certificates;
(J) Certificates, as of the most recent dates practicable, of the Secretary of the State of Delaware and the Secretary of the Commonwealth of Massachusetts and of the secretary of state of each other state in which it the Borrower is organized qualified as a foreign corporation and, if applicable, of the department of revenue or qualified taxation of each of the foregoing states, as to the good standing of the Borrower, together with a certificate (dated the date of the Closing) of the corporate secretary or assistant secretary of the Borrower to be qualified) to transact businessthe effect that nothing has occurred since issuance of the Certificates of Good Standing that would prevent the respective Departments of Revenue from issuing updated Certificates;
(iK) Evidence A certificate, dated the date of the insurance coverages required Closing, signed by this Agreement together with evidence the president or a vice president of payment of all premiums which the Borrower and to the effect that:
(1) The representations and warranties set forth in Section 5.01 are due and payable true as of the Effective Datedate 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 such an Event of Default, has occurred as of such date;
(jL) Uniform Commercial Code, Judgment, Suits Copies of all documents evidencing the terms and Tax Lien Searches satisfactory conditions of any debt specified as Subordinated Indebtedness on Exhibit 1.36 and fully executed Subordination Agreements with respect to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, such Subordinated Indebtedness in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereof;
(l) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. NoteLender; and
(qM) Such other undertakings, instruments and documents A certificate of insurance as Bank shall requirerequired by Section 6.01(D).
Appears in 1 contract
Sources: Demand Line of Credit Loan and Security Agreement (Vivid Technologies Inc)
Documents Required for the Closing. Debtor Prior to the disbursement of the Loans, the following instruments and documents, duly executed by all proper Persons shall have delivered or ---------------------------------- caused to be been delivered to the Bank, at the signing hereof, the following, in form and substance satisfactory to Bank, executed by the applicable parties and otherwise subject as follows:
(aA) The NotesThis Agreement;
(bB) 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)The Revolving Note;
(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;
(dC) The financing statements required by Section 6.07 hereof, necessary to perfect the security interests in the Collateral4.5;
(eD) Copies The lien waivers required by Section 4.6;
(E) A certificate of the Borrower's corporate secretary dated as of the date of this Agreement, certifying as to the incumbency and signatures of the officers of the Borrower signing this Agreement, the Revolving Note, each of the other Loan Documents to be executed by Borrower, and each other document to be delivered pursuant hereto, together with the following documents attached thereto:
(1) A copy of the resolutions of the Borrower's 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 Revolving Note, each of the other Loan Documents to be delivered by Borrower, and each other Loan Document document to be delivered to Bank by Borrower 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;
(g2) 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 Debtor copy, certified as of the most recent date practicable prior to by the Effective Date, from each secretary of state in which it is organized or qualified (or to be qualified) to transact business;
(i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as state where the Borrower is incorporated, of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions Borrower's articles or certificate of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereof;
(l) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Noteincorporation; and
(q3) Such other undertakingsA copy of the Borrower's bylaws;
(F) Certificates, instruments as of the most recent dates practicable, of the aforesaid secretary of state, the secretary of state of Alabama, Louisiana, and documents Texas and the department of revenue or taxation of each of the foregoing states, as to the good standing of the Borrower;
(G) A written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, L.L.P., dated the date of this Agreement and addressed to the Bank, substantially in the form of Exhibit "I", attached hereto;
(H) The Borrower's Closing Affidavit;
(I) A Collateral Report as of a date not more than five (5) days prior to the Closing, acceptable to the Bank shall requireand certifying a Borrowing Base of not less than the amount of the requested initial Advance under the Revolving Loan Commitment;
(J) The Security Agreement;
(K) The Financial Statements; and
(L) The Cash Management Agreement.
Appears in 1 contract
Sources: Revolving Loan Agreement (KMG B Inc)
Documents Required for the Closing. Debtor The Borrower shall have delivered or ---------------------------------- caused to be duly delivered to Bank, at the signing hereof, Bank the following, in form and substance satisfactory to Bank, executed by following on the applicable parties and otherwise subject as followsClosing Date:
(aA) The Notes, duly executed on behalf of Borrower;
(bB) 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 A certified (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%) as of the capital stock of its wholly-owned Subsidiary, Affinity, (ii) one hundred percent (100%) date of the capital stock Closing hereof) copy 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) Borrower authorizing the execution, delivery and performance of this Agreement, the Notes Notes, the Collateral Documents and each other Loan Document document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to Bank pursuant heretoherein;
(fC) Copies A certified (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) copy of Borrower's by- laws;
(D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or thereto;
(E) A copy, certified as of such officer the most recent date practicable by the appropriate Secretary of State, of Borrower's articles of incorporation, together with a certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary to the effect that the foregoing documents have such certificate of incorporation has not been amended since the date of the aforesaid certificationscertification;
(gF) 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 Debtor Certificates, as of the most recent date practicable prior to dates practicable, of the Effective Dateaforesaid Secretaries of State, from the Secretary of State of each state in which it Borrower is organized qualified as a foreign corporation, and the department of revenue or qualified (or taxation of each of the foregoing states, as to be qualified) to transact businessthe subsistence and good standing of Borrower;
(iG) Evidence A written opinion of counsel to Borrower, dated the date of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date Closing and addressed to the Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereofand its counsel;
(lH) Certification A certificate, dated the date of the Closing, signed by the chief financial officer president or a vice president of Borrower to the effect that:
(1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the Debtor that at date of the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00Closing;
(m2) Certification by No Event of Default hereunder, and no event which, with the chief financial officer giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the Debtor that at date of the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00Closing;
(n3) Certification by No material adverse change has occurred in the chief Borrower's financial officer of condition since that reflected in the Debtor that at the Effective Date, Debtor's maximum liabilities most recent Financial Statements delivered to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. NoteBank; and
(q4) Such other undertakings, instruments and documents as Bank shall requireAll conditions to Closing set forth in this Agreement have been fulfilled.
Appears in 1 contract
Documents Required for the Closing. Debtor The Borrower shall have delivered or ---------------------------------- caused to be delivered the Bank prior to Bank, at the signing hereof, initial disbursement of the Loan the following, in form and substance satisfactory to Bank, executed by the applicable parties and otherwise subject as follows:
(a) The NotesNote;
(b) All necessary releases, satisfactions, assignments, subordinations and termination statements to cause the security interests granted therein to be first priority security interests The Pledge Agreements in the Collateral (subject only to Permitted Liens)form attached hereto as Exhibit D, duly executed by the Guarantor;
(c) The Pledge Agreement required Guaranty, duly executed 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 therewithGuarantor;
(d) The financing statements required A Subordination Agreement, in form and substance acceptable to Bank, duly executed by Section 6.07 hereof, necessary to perfect the security interests in the CollateralGuarantor;
(e) A Subordination Agreement, in form and substance acceptable to Bank, duly executed by ARC Management Services, Inc.;
(f) A Landlord's Lien Waiver, Consent and Estoppel, in form and substance acceptable to Bank, duly executed by Wilmington Surgcare, Inc.;
(g) A Collateral Assignment of Lease, in form and substance acceptable to Bank, duly executed by Borrower;
(h) The Financing Statements required by Section 4;
(i) Copies of the resolutions of the board of directors and shareholders of Debtor (certified as of the Effective Date general partner of the Borrower and of the board of directors of the Guarantor, respectively, certified by the corporate secretary or assistant secretary of Debtor) each as of the date of Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the Notes Note, the Loan Documents, and each other Loan Document document to be delivered to Bank pursuant hereto;
(fj) Copies (A copy, certified as of the most recent date practicable, by the Tennessee Secretary of State of the state Borrower's Certificate 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 DebtorLimited Partnership, 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) Closing of each of such officer Borrower's general partner to the effect that the foregoing such documents have not been amended since the date of the aforesaid Secretary of State certifications;
(gk) A copy of Borrower's Partnership Agreement certified by Borrower's general partner as of the date of the Closing;
(l) A certificate (dated the Effective Date) date of the Closing of the secretary or assistant secretary of Debtor the general partner of the Borrower and the Guarantor as to the incumbency and signatures of the their respective officers thereof who are executing this Agreement on Agreement, the behalf of Debtor Note, the Guaranty, the Collateral Documents, and as each other document to the Designated Officers of Debtorbe delivered pursuant hereto;
(hm) Certificates of good standing and subsistence with respect to Debtor Certificates, as of the most recent date practicable prior to dates practicable, of the Effective Date, from Tennessee Secretary of State and the Secretary of State of each state in which it Borrower or Guarantor is organized or qualified (or to be qualified) to transact business;
(i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date;
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters a foreign entity as Bank shall request relating to the subject matter hereof;
(l) Certification by the chief financial officer existence and/or good standing of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00Borrower and Guarantor;
(n) Certification by the chief financial officer A written opinion of the Debtor that at Borrower's and Guarantor's counsel, dated the Effective Datedate of the Closing, Debtor's maximum liabilities in form satisfactory to Tangible Net Worth shall not be less than 1.75:1;the Bank.
(o) The Collateral Assignment and Security AgreementsConsummation of the transactions contemplated by the Asset Purchase Agreement, assigning in accordance with the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Noteterms thereof;
(p) A certificate, dated the date of the Closing, signed by the president, vice president, chief financial officer, or corporate controller of the general partner of the Borrower and the Guarantor to the effect that:
(i) The originally executed Bio-Pharm Clinical Services, GmbH Note representations and Euro Bio-Pharm Ltd. Note; andwarranties set forth within Section 5 are true as of the date of the Closing;
(ii) No Event of Default or Unmatured Default has occurred as of such date;
(iii) All of the Collateral Documents are in full force and effect.
(q) Such other undertakingsA Federal Reserve Form (or Forms) U-1, instruments duly completed and documents as Bank shall requireexecuted by the Borrower.
Appears in 1 contract
Documents Required for the Closing. Debtor Borrower shall have delivered or ---------------------------------- caused to be duly delivered to BankLenders, at prior to the signing hereofrelease of the Letters of Credit (the "Closing"), 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 releasesThe UCC-1s, satisfactions, assignments, subordinations and termination statements to cause the security interests granted therein to be first priority security interests in the Collateral (subject only Assignment, the Memorandum of Collateral Assignment and the Agreement Not to Permitted Liens)Encumber;
(c) The Pledge Agreement required by Section 8.08 hereof, pursuant to which Debtor shall pledge A certified (i) one hundred percent (100%) dated as of the capital stock of its wholly-owned Subsidiary, Affinity, (ii) one hundred percent (100%) date of the capital stock Closing) copy 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 Borrower's 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 Notes, the Collateral Assignment, the Agreement Not to Encumber, the Warrants, the Purchase and Sale Agreement (as hereafter defined) and each other Loan Document document to be delivered to Bank pursuant hereto;
(fd) Copies (A copy certified as of the most recent practicable date by the Secretary of State State, of the state Borrower's certificate 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 Debtorincorporation, 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 Borrower's corporate secretary to the effect that the foregoing documents such certificate of incorporation have not been amended since the date of the aforesaid certificationscertification;
(e) Certificates, as of the most recent dates practicable, of the aforesaid Secretary of State, the Secretary of State of each state in which Borrower is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, as to the good standing of Borrower;
(f) The Closing Warrants;
(g) A certificate (dated The Purchase and Sale Agreement and the Effective Date) Memorandum of the secretary or assistant secretary of Debtor Purchase and Sale Agreement, 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 Debtordefined below;
(h) Certificates A fee payable in cash in the amount of good standing and subsistence with respect to Debtor as three percent (3%) of the most recent date practicable prior face amount of the Letters of Credit (the "Fee"). The Fee shall be payable by cashier's check or wire transfer to each of Lenders in the Effective Date, from each state in which it is organized or qualified (or to be qualified) to transact businessamount of $60,000;
(i) Evidence of Lenders shall have received consent to the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of transaction contemplated hereby from the Effective Date;Agent under the Senior Loan Agreement; and
(j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor;
(k) Written opinions Lenders shall have received an opinion of Debtor's legal counsel dated the Effective Date and addressed to Bank, for Borrower in form and substance satisfactory reasonably acceptable to Bank regarding such legal matters as Bank shall request relating to the subject matter hereof;
(l) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's Net Working Capital shall not be less than $5,000,000.00;
(m) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's minimum cash level shall not be less than $5,000,000.00;
(n) Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1;
(o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note;
(p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Note; and
(q) Such other undertakings, instruments and documents as Bank shall requireLenders.
Appears in 1 contract
Sources: Standby Letter of Credit Facility Agreement (Kellstrom Industries Inc)