Execution and Delivery of Documents Clause Samples

Execution and Delivery of Documents. Such Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicated: (i) the Note(s) to be purchased by such Purchaser; (ii) a favorable opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Obligors (or such other counsel designated by the Obligors and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form of Exhibit C attached hereto and as to such other matters as a Purchaser may reasonably request. The Obligors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser will and hereby is authorized to rely on such opinion; (iii) the Articles/Certificate of Incorporation of each of the Obligors, each certified as of a recent date by the Secretary of State of their respective jurisdictions of incorporation; (iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries; (v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder; (vi) a certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplated; (vii) an Officer’s Certificate from the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied; (viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization; (ix) a solvency certificate, dated as of the Closing Date and signed by the chief financial officer of the Company, confirming that the Company is Solvent, and the ...

Execution and Delivery of Documents. Each Credit Party shall have duly authorized, executed and delivered all documents required hereunder, all in form and substance satisfactory to the Administrative Agent. Such documents may be delivered to the Administrative Agent (or its counsel) by way of facsimile or other means of electronic transmission, provided that such number of original copies as may be reasonably requested shall be delivered by or on behalf of the Borrower to the Administrative Agent (or its counsel) within 30 days of the Closing Date.

Execution and Delivery of Documents. On or before the Closing Date, the Sellers shall have executed and delivered to the Purchaser all the items listed in Paragraph 13 hereof.

Execution and Delivery of Documents. Each Credit Party and each other party to any Loan Document, as applicable, shall have executed and delivered each of the following documents, each of which shall be in form and substance satisfactory to Lender: (i) This Agreement; (ii) The Revolving Note; (iii) Each Guaranty required by Lender; (iv) All Deposit Account Control Agreements required by Lender; (v) A pledge agreement in favor of Lender pursuant to which each Borrower pledges 100% of the Equity Interests issued by each of such Borrower’s Subsidiaries, which pledge shall be granted as security for the full and final payment and performance of the Obligations; (vi) A Collateral Disclosure Certificate duly completed by Borrowers; (vii) Subordination Agreements from all Guarantors, Affiliates, and other Persons as Lender may require; (viii) All Third Party Agreements Lender may require; (ix) Affidavits regarding out-of-state execution and delivery of, and out-of-state acceptance of, this Loan Agreement and the Notes; (x) A certificate regarding license agreements and a certificate regarding material customer contracts, each executed by an officer of Borrower Agent; (xi) A complete and final payoff letter from any lender whose outstanding Debt is to be paid in full with the proceeds of the initial Loans; (xii) A fully executed Telephone Instruction Letter; (xiii) A secretary’s certificate (or substantively similar document acceptable to Lender) for each Credit Party which shall include, either directly or by incorporated attachments, (A) certifications as to the incumbency of each of such Credit Party’s officers, together with specimen signatures of those of those officers who will have the authority to execute documents on behalf of such Credit Party; (B) true and complete copies of (1) such Credit Party’s articles or certificate of incorporation, organization, or formation; (2) such Credit Party’s bylaws, operating agreement, partnership agreement or other constitutional documents; and (3) resolutions of the appropriate governing body or board authorizing the transaction contemplated herein; and (C) certifications as to such other matters as Lender may require; (xiv) The legal opinions of each Credit Party’s legal counsel addressed to Lender regarding the matters set forth in Exhibit 4.1, attached hereto and made a part hereof, and such other matters as Lender and its counsel may request; (xv) A Borrowing Base Certificate duly completed by Borrowers, together with all supporting statements, sched...

Execution and Delivery of Documents. City shall have executed and, as necessary for recordation, shall have had acknowledged, any documents required hereunder and shall have delivered such documents into Escrow.

Execution and Delivery of Documents. The Lender shall have received the following, duly executed and delivered and in form and substance satisfactory to the Lender and its counsel: a) this Agreement; b) the Note in the form of Exhibit A hereto; and c) such other documents and information as the Lender may reasonably request in connection herewith. The foregoing documents are referenced to herein as the "Basic Documents."

Execution and Delivery of Documents. On or prior to execution of this Agreement: 2.1 D&B Co shall deliver to the Authority the documents referred to in Section 1 (Documents to be Delivered by D&B Co) of Schedule 2 (Completion Documents) (unless the requirement to deliver any such document is waived by the Authority by written notice to D&B Co); and 2.2 the Authority shall deliver to D&B Co the documents referred to in Section 2 (Documents to be Delivered by the Authority) of Schedule 2 (Completion Documents) (unless the requirement to deliver any such document is waived by D&B Co by written notice to the Authority).

Execution and Delivery of Documents. Seller shall have executed and delivered to Purchaser any and all documents and instruments contemplated by this Agreement, including those set forth on Exhibit B.

Execution and Delivery of Documents. InterCept shall have executed ----------------------------------- and delivered all the documents required by this Agreement; and all other agreements, certificates, and other documents delivered by InterCept to the Company and Shareholder hereunder shall be in form and substance satisfactory to counsel for the Company and Shareholder.