Common use of Additional Closing Documents Clause in Contracts

Additional Closing Documents. Agent shall have received the following, in form and substance satisfactory to it: (i) evidence that all approvals or consents of any other Person, required in connection with the execution, delivery and performance of the Loan Documents shall have been obtained; (ii) a certificate of the Secretary or other appropriate officer of Borrower, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the certificate or articles of incorporation and bylaws of Borrower and the resolutions adopted by Borrower and other actions taken or adopted by Borrower (or any shareholders of Borrower) authorizing the execution, delivery and performance of the Loan Documents and (B) the incumbency, authority and signatures of each officer of Borrower authorized to execute and deliver the Loan Documents and act with respect thereto; (iii) a certificate of the Secretary or other appropriate officer of Holdings, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the certificate or articles of incorporation and bylaws of Holdings and the resolutions and other actions taken or adopted by Holdings authorizing the execution, delivery and performance of any Loan Documents to which Holdings is or shall become a party, and (B) the incumbency, authority and signatures of each officer of Holdings authorized to execute and deliver any such Loan Documents and to act with respect thereto; and (iv) a certificate of the Secretary or other appropriate officer of each Additional Borrower, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the respective certificate or articles of incorporation and bylaws of such Additional Borrower and the resolutions and other actions taken or adopted by such Additional Borrower authorizing the execution, delivery and performance of any Loan Documents to which such Additional Borrower is or shall become a party, and (B) the incumbency, authority and signatures of each officer of such Additional Borrower authorized to execute and deliver any such Loan Documents and to act with respect thereto.

Additional Closing Documents. Agent The Lenders shall have received the following, in form and substance satisfactory to it: the Majority Lenders: (i) certificates of one or more nationally recognized insurance brokers or other insurance specialists acceptable to the Majority Lenders, dated as of a recent date prior to the Closing Date, certifying the insurance maintained by the Company and any Guarantor as required hereunder and under the Collateral Documents is in full force and effect; (ii) evidence that all (A) authorizations or approvals of any governmental agency or authority, and (B) as requested by the Majority Lenders, approvals or consents of any other PersonPerson (including the consent of any party to a Material Contract to the grant of a security interest therein to Lenders), required in connection with the execution, delivery and performance of the Loan Documents shall have been obtained; ; (iiA) a certificate evidencing the formation and good standing of the Company and each Guarantor in each such Person's jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within five (5) days prior to the Closing Date, and (B) a certificate evidencing the Company's and each Guarantor's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which such Person conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date. (iv) a certificate of the Secretary or other appropriate officer of Borrowerthe Company, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the articles or certificate of incorporation, and bylaws, or articles other applicable organizational documents, of incorporation and bylaws of Borrower the Company and the resolutions adopted by Borrower and other actions taken or adopted by Borrower (or any shareholders of Borrower) the Company authorizing the execution, delivery and performance of the Loan Documents and (B) the incumbency, authority and signatures of each officer of Borrower authorized to execute and deliver the Loan Documents and act with respect thereto; (iii) a certificate of the Secretary or other appropriate officer of Holdings, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the certificate or articles of incorporation and bylaws of Holdings and the resolutions and other actions taken or adopted by Holdings authorizing the execution, delivery and performance of any Loan Documents to which Holdings is or shall become a partyDocuments, and (B) the incumbency, authority and signatures of each officer of Holdings the Company authorized to execute and deliver any such the Loan Documents and to act with respect thereto; and and (ivv) a certificate of the Secretary or other appropriate officer of each Additional BorrowerGuarantor, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the respective articles or certificate of incorporation, and bylaws, or articles of incorporation and bylaws other applicable organizational documents, of such Additional Borrower Guarantor and the resolutions and other actions taken or adopted by such Additional Borrower Guarantor authorizing the execution, delivery and performance of any Loan Documents to which such Additional Borrower is or shall become a partyits Guarantor Documents, and (B) the incumbency, authority and signatures of each officer of such Additional Borrower Guarantor authorized to execute and deliver any such Loan its Guarantor Documents and to act with respect thereto.

Additional Closing Documents. Agent Company and ▇▇▇▇▇▇ shall have received the followingfollowing documents and instruments: (1) Certified resolutions of Acquiror's Board of Directors (a) authorizing the execution and delivery of this Agreement and the performance by Acquiror of its obligations hereunder, in form (b) electing the persons designated by Company as officers and substance satisfactory to it: (i) evidence that all approvals or consents directors of any other Person, required in connection with the execution, delivery and performance Acquiror effective as of the Loan Documents shall have been obtained; (ii) a certificate of the Secretary or other appropriate officer of Borrower, dated the Closing Date, or and (c) authorizing an amendment to Acquiror's Certificate of Incorporation to (i) increase the authorized number of shares of Acquiror's common stock to 100,000,000 shares and (ii) change the name of Acquiror to Third Wave Media Ltd.; (2) Certified resolutions of Acquiror's stockholders approving (a) the Agreement and the performance by Acquiror of its obligations thereunder, and (b) an amendment to Acquiror's Certificate of Incorporation to (i) increase the authorized number of shares of Acquiror's common stock to 100,000,000 shares and (ii) change the name of Acquiror to Third Wave Media Ltd.; (3) A certificate of good standing of Acquiror from the Secretary of State of Delaware dated as of the most recent practicable date; (4) A list of stockholders as of the most recent practicable date certified by Acquiror's transfer agent; (5) A certified copy of a date not more than five Banking Days prior Certificate of Amendment to Acquiror's Certificate of Incorporation effecting the change of Acquiror's name to Third Wave Media Ltd. and the increase in the authorized number of shares of Acquiror's common stock to 100,000,000 shares; (6) A certificate signed by the chief executive officer of Acquiror and by the Stockholders that as of the Closing Date, certifying Acquiror does not have any debts, liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due; and (A7) copies of the certificate or articles of incorporation Such other documents and bylaws of Borrower and the resolutions adopted by Borrower and other actions taken or adopted by Borrower (or any shareholders of Borrower) authorizing the execution, delivery and performance of the Loan Documents and (B) the incumbency, authority and signatures of each officer of Borrower authorized instruments as are required to execute and deliver the Loan Documents and act with respect thereto; (iii) a certificate of the Secretary or other appropriate officer of Holdings, dated the Closing Date, or a date not more than five Banking Days prior be delivered pursuant to the Closing Date, certifying (A) copies provisions of the certificate this Agreement or articles of incorporation otherwise reasonably requested by Company and bylaws of Holdings and the resolutions and other actions taken or adopted by Holdings authorizing the execution, delivery and performance of any Loan Documents to which Holdings is or shall become a party, and (B) the incumbency, authority and signatures of each officer of Holdings authorized to execute and deliver any such Loan Documents and to act with respect thereto; and (iv) a certificate of the Secretary or other appropriate officer of each Additional Borrower, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the respective certificate or articles of incorporation and bylaws of such Additional Borrower and the resolutions and other actions taken or adopted by such Additional Borrower authorizing the execution, delivery and performance of any Loan Documents to which such Additional Borrower is or shall become a party, and (B) the incumbency, authority and signatures of each officer of such Additional Borrower authorized to execute and deliver any such Loan Documents and to act with respect thereto▇▇▇▇▇▇.

Additional Closing Documents. Agent ASP shall have received the followingfollowing documents and instruments: (1) Certified resolutions of the Company's Board of Directors (a) authorizing the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, (b) electing persons designated by ASP as the officers and directors of the Company effective as of the date of Closing; (2) a current list of the Company's stockholders certified by the Company's stock transfer agent; (3) an indemnification agreement, in form and substance satisfactory reasonably acceptable to it: ASP and its counsel wherein the Control Shareholder agrees to indemnify, defend and hold harmless each of ASP, the persons designated by ASP to receive shares of the Company’s common stock hereunder and the Company and any subsidiary or affiliate thereof and each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, a shareholder, officer, director or partner of ASP, any subsidiary or affiliate thereof or an employee of ASP, any subsidiary or affiliate thereof and their respective heirs, legal representatives, successors and assigns (the “Dasheng Indemnified Parties”) against all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual third party claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of (i) evidence that all approvals any material breach of this Agreement by the Company or consents any subsidiary or affiliate thereof, including but not limited to inaccuracy or breach of any other Personrepresentation or warranty to be true and correct at or before the Closing, required in connection with the execution, delivery and performance of the Loan Documents shall have been obtained; or (ii) a certificate any willful or grossly negligent act, omission or conduct of any officer, director or agent of the Secretary Company or other appropriate officer of Borrower, dated the Closing Date, any subsidiary or a date not more than five Banking Days affiliate thereof prior to the Closing, whether asserted or claimed prior to, at or after, the Closing Date, certifying (A) copies of the certificate or articles of incorporation and bylaws of Borrower and the resolutions adopted by Borrower and other actions taken or adopted by Borrower (or any shareholders of Borrower) authorizing the execution, delivery and performance of the Loan Documents and (B4) the incumbency, authority such other documents and signatures of each officer of Borrower authorized instruments as are required to execute and deliver the Loan Documents and act with respect thereto; (iii) a certificate of the Secretary or other appropriate officer of Holdings, dated the Closing Date, or a date not more than five Banking Days prior be delivered pursuant to the Closing Date, certifying (A) copies provisions of the certificate this Agreement or articles of incorporation and bylaws of Holdings and the resolutions and other actions taken or adopted otherwise reasonably requested by Holdings authorizing the execution, delivery and performance of any Loan Documents to which Holdings is or shall become a party, and (B) the incumbency, authority and signatures of each officer of Holdings authorized to execute and deliver any such Loan Documents and to act with respect thereto; and (iv) a certificate of the Secretary or other appropriate officer of each Additional Borrower, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the respective certificate or articles of incorporation and bylaws of such Additional Borrower and the resolutions and other actions taken or adopted by such Additional Borrower authorizing the execution, delivery and performance of any Loan Documents to which such Additional Borrower is or shall become a party, and (B) the incumbency, authority and signatures of each officer of such Additional Borrower authorized to execute and deliver any such Loan Documents and to act with respect theretoASP.

Additional Closing Documents. Agent shall have received the following, in form and substance satisfactory to it: : (i) a certificate of the chief financial officer of Borrower, dated the Closing Date, certifying copies of the Investment Agreement (setting forth such terms and conditions as Agent shall require and otherwise in form and substance satisfactory to Agent and its counsel), the Operating Agreement (setting forth such terms and conditions as Agent shall require and otherwise in form and substance satisfactory to Agent and its counsel), the GCC Loan Guidelines (including therein descriptions of Program Leases) and all agreements and documents relating to outstanding Subordinated Debt and Capital Debt; (ii) certificates of one or more nationally recognized insurance brokers or other insurance specialists acceptable to Agent, dated as of a recent date prior to the Closing Date, evidencing that all insurance with respect to Borrower required under this Agreement and the Collateral Documents is in full force and effect, naming Agent as loss payee with respect to casualty coverages and as additional insured with respect to all general liability coverages; (iii) evidence that all (A) authorizations or approvals, and all material licenses, permits or authorizations, of any Governmental Authority and (B) approvals or consents of any other Person, required in connection with the execution, delivery and performance of the Loan Documents or the operation and conduct of Borrower’s business and ownership of its properties shall have been obtained; obtained and shall be in full force and effect; (iiiv) (in sufficient copies for Lenders) the unaudited Consolidated financial statements of Borrower and its Subsidiaries as at December 31, 2003; (v) a completed Borrowing Base Certificate as of April 30, 2004, together with the related collateral reports and information, also as of such date, specified in Section 6.1(a)(vii); (vi) a certificate of the Secretary or other appropriate chief financial officer of Borrower, dated the Closing Date, or a stating that (A) the representations and warranties contained in Article V and in the other Loan Documents are true and correct on and as of the date not more than five Banking Days prior to of such certificate as though made on and as of such date, (B) on and as of the Closing Date, certifying (A) copies no Default shall have occurred and be continuing or shall result from the initial Borrowing or the maintenance of the certificate Amended and Restated Credit Agreement Loans, (C) no Material Adverse Effect has occurred and is continuing and (D) no “Event of Default” under (and as defined in) the Unified Loan Agreement shall have occurred and be continuing or articles of incorporation and bylaws of Borrower and shall result from the resolutions adopted by Borrower and other actions taken initial Borrowing or adopted by Borrower (or any shareholders of Borrower) authorizing the execution, delivery and performance maintenance of the Loan Documents Amended and Restated Credit Agreement Loans; (B) the incumbency, authority and signatures of each officer of Borrower authorized to execute and deliver the Loan Documents and act with respect thereto; (iiivii) a certificate of the Secretary or other appropriate chief financial officer of HoldingsBorrower, dated the Closing Date, or a date not more than five Banking Days prior attesting that both before and after giving effect to the Closing Datetransactions contemplated by this Agreement, certifying Borrower is and will be Solvent; and (A) copies of the certificate or articles of incorporation and bylaws of Holdings and the resolutions and other actions taken or adopted by Holdings authorizing the execution, delivery and performance of any Loan Documents to which Holdings is or shall become a party, and (B) the incumbency, authority and signatures of each officer of Holdings authorized to execute and deliver any such Loan Documents and to act with respect thereto; and (ivviii) a certificate of the Secretary chief financial officer of Borrower, attesting that there is no pending or threatened litigation, proceeding, inquiry or other appropriate officer action seeking an injunction, restraining order, damages or other relief of each Additional Borrowerany kind or nature whatsoever, dated legal or equitable, with respect to the Closing Datetransactions contemplated by this Agreement, the Collateral Documents, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the respective certificate or articles of incorporation and bylaws of such Additional Borrower and the resolutions and Borrower’s other actions taken or adopted by such Additional Borrower authorizing the execution, delivery and performance of any Loan Documents to which such Additional Borrower is or shall become a party, and (B) the incumbency, authority and signatures of each officer of such Additional Borrower authorized to execute and deliver any such Loan Documents and to act with respect theretobusiness activities.

Additional Closing Documents. Agent The Buyers shall have received the followingfollowing documents and instruments: (1) Certified resolutions of the Company's Board of Directors (a) authorizing the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, (b) electing persons designated by EAC as the officers and directors of the Company effective as of the date of Closing; (2) a current list of the Company's stockholders certified by the Company's stock transfer agent; (3) an indemnification agreement, in form and substance satisfactory reasonably acceptable to it: the Buyers, EAC and its counsel wherein the Control Shareholder agrees to indemnify, defend and hold harmless each of the Buyers and EAC and the Company and any subsidiary or affiliate thereof and each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, a shareholder, officer, director or partner of EAC, any subsidiary or affiliate thereof or an employee of EAC, any subsidiary or affiliate thereof and their respective heirs, legal representatives, successors and assigns (the "EAC Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual third party claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of (i) evidence that all approvals any material breach of this Agreement by the Company or consents any subsidiary or affiliate thereof, including but not limited to inaccuracy or breach of any other Personrepresentation or warranty to be true and correct at or before the Closing, required in connection with the execution, delivery and performance of the Loan Documents shall have been obtained; or (ii) a certificate any willful or grossly negligent act, omission or conduct of any officer, director or agent of the Secretary Company or other appropriate officer of Borrower, dated the Closing Date, any subsidiary or a date not more than five Banking Days affiliate thereof prior to the Closing, whether asserted or claimed prior to, at or after, the Closing Date, certifying (A) copies of the certificate or articles of incorporation and bylaws of Borrower and the resolutions adopted by Borrower and other actions taken or adopted by Borrower (or any shareholders of Borrower) authorizing the execution, delivery and performance of the Loan Documents and (B4) the incumbency, authority such other documents and signatures of each officer of Borrower authorized instruments as are required to execute and deliver the Loan Documents and act with respect thereto; (iii) a certificate of the Secretary or other appropriate officer of Holdings, dated the Closing Date, or a date not more than five Banking Days prior be delivered pursuant to the Closing Date, certifying (A) copies provisions of this Agreement or otherwise reasonably requested by the certificate Buyers or articles of incorporation and bylaws of Holdings and the resolutions and other actions taken or adopted by Holdings authorizing the execution, delivery and performance of any Loan Documents to which Holdings is or shall become a party, and (B) the incumbency, authority and signatures of each officer of Holdings authorized to execute and deliver any such Loan Documents and to act with respect thereto; and (iv) a certificate of the Secretary or other appropriate officer of each Additional Borrower, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the respective certificate or articles of incorporation and bylaws of such Additional Borrower and the resolutions and other actions taken or adopted by such Additional Borrower authorizing the execution, delivery and performance of any Loan Documents to which such Additional Borrower is or shall become a party, and (B) the incumbency, authority and signatures of each officer of such Additional Borrower authorized to execute and deliver any such Loan Documents and to act with respect theretoEAC.

Additional Closing Documents. Agent shall have received the following, in form and substance satisfactory to it: : (i) a certificate of the chief financial officer of Borrower, dated the Closing Date, certifying copies of the Investment Agreement (setting forth such terms and conditions as Agent shall require and otherwise in form and substance satisfactory to Agent and its counsel), the Operating Agreement (setting forth such terms and conditions as Agent shall require and otherwise in form and substance satisfactory to Agent and its counsel), the GCC Loan Guidelines (including therein descriptions of Program Leases) and all agreements and documents relating to outstanding Subordinated Debt and Capital Debt; (ii) certificates of one or more nationally recognized insurance brokers or other insurance specialists acceptable to Agent, dated as of a recent date prior to the Closing Date, evidencing that all insurance with respect to Borrower required under this Agreement and the Collateral Documents is in full force and effect, naming Agent as loss payee with respect to casualty coverages and as additional insured with respect to all general liability coverages; (iii) evidence that all (A) authorizations or approvals, and all material licenses, permits or authorizations, of any Governmental Authority and (B) approvals or consents of any other Person, required in connection with the execution, delivery and performance of the Loan Documents or the operation and conduct of Borrower's business and ownership of its properties shall have been obtained; obtained and shall be in full force and effect; (iiiv) (in sufficient copies for Lenders) the unaudited Consolidated financial statements of Borrower and its Subsidiaries as at June 30, 2001; (v) a completed Borrowing Base Certificate as of November 30, 2001, together with the related collateral reports and information, also as of such date, specified in Section 6.1(a)(vii); (vi) a certificate of the Secretary or other appropriate chief financial officer of Borrower, dated the Closing Date, or a stating that (A) the representations and warranties contained in Article V and in the other Loan Documents are true and correct on and as of the date not more than five Banking Days prior to of such certificate as though made on and as of such date, (B) on and as of the Closing Date, certifying (A) copies no Default shall have occurred and be continuing or shall result from the initial Borrowing or the maintenance of the certificate Original Credit Agreement Loans, (C) no Material Adverse Effect has occurred and is continuing and (D) no "Event of Default" under (and as defined in) the Unified Loan Agreement shall have occurred and be continuing or articles of incorporation and bylaws of Borrower and shall result from the resolutions adopted by Borrower and other actions taken initial Borrowing or adopted by Borrower (or any shareholders of Borrower) authorizing the execution, delivery and performance maintenance of the Loan Documents and Original Credit Agreement Loans; (B) the incumbency, authority and signatures of each officer of Borrower authorized to execute and deliver the Loan Documents and act with respect thereto; (iiivii) a certificate of the Secretary or other appropriate chief financial officer of HoldingsBorrower, dated the Closing Date, or a date not more than five Banking Days prior attesting that both before and after giving effect to the Closing Datetransactions contemplated by this Agreement, certifying Borrower is and will be Solvent; and (A) copies of the certificate or articles of incorporation and bylaws of Holdings and the resolutions and other actions taken or adopted by Holdings authorizing the execution, delivery and performance of any Loan Documents to which Holdings is or shall become a party, and (B) the incumbency, authority and signatures of each officer of Holdings authorized to execute and deliver any such Loan Documents and to act with respect thereto; and (ivviii) a certificate of the Secretary chief financial officer of Borrower, attesting that there is no pending or threatened litigation, proceeding, inquiry or other appropriate officer action seeking an injunction, restraining order, damages or other relief of each Additional Borrowerany kind or nature whatsoever, dated legal or equitable, with respect to the Closing Datetransactions contemplated by this Agreement, the Collateral Documents, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the respective certificate or articles of incorporation and bylaws of such Additional Borrower and the resolutions and Borrower's other actions taken or adopted by such Additional Borrower authorizing the execution, delivery and performance of any Loan Documents to which such Additional Borrower is or shall become a party, and (B) the incumbency, authority and signatures of each officer of such Additional Borrower authorized to execute and deliver any such Loan Documents and to act with respect theretobusiness activities.

Additional Closing Documents. Agent Tree shall have received delivered, or caused the followingCompany to deliver, to Buyer: (a) all documents and instruments as Buyer may require in its sole discretion to evidence the transfer of the Units to Buyer; (b) the written release of all Liens relating to the assets of the Company executed by the holder of or parties to each such Lien, in form and substance satisfactory to it: Buyer; (ic) a copy of the certificate of formation of the Company, as amended to date, certified by the Secretary of State of Delaware as true, complete and correct; (d) a copy of the operating agreement of the Company, as amended to date, certified by the secretary of the Company as true, complete and correct; (e) a certified copy of a certificate from the appropriate Secretary of State evidencing that the Company is in good standing under the laws of the state of its organization and in each jurisdiction where the Company is qualified to transact business; (f) all equity ledgers, minute books and other corporate records of the Company; (g) evidence that all approvals or consents of any other Person, required in connection with the execution, delivery and performance of the Loan Documents shall have been obtainedpayment of all bank debt and other long-term indebtedness of the Company; (iih) a certificate fully executed and approved documentation satisfactory to Buyer and PNP evidencing the complete termination of the Secretary or other appropriate officer Company’s Code Section 401(k) plan as of Borrower, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the certificate or articles of incorporation and bylaws of Borrower and the resolutions adopted by Borrower and other actions taken or adopted by Borrower (or any shareholders of Borrower) authorizing the execution, delivery and performance of the Loan Documents and (B) the incumbency, authority and signatures of each officer of Borrower authorized to execute and deliver the Loan Documents and act with respect thereto; (iiii) all Tax clearance certificates required for any jurisdiction where the Company may be liable for Taxes; (j) a certificate non-foreign affidavit dated as of the Secretary or other appropriate officer of Holdings, dated the Closing Date, or a date not more than five Banking Days prior sworn under penalty of perjury and in form and substance required under Treasury regulations issued pursuant to the Closing Date, certifying (A) copies Section 1445 of the certificate or articles Code stating that the Tree is not a “Foreign Person” as defined in Section 1445 of incorporation and bylaws the Code; (k) an executed copy of Holdings and the resolutions and other actions taken or adopted by Holdings authorizing Note Modification Agreement; (l) written evidence of the execution, delivery and performance cancellation of any Loan Documents to which Holdings is or shall become a party, and (B) the incumbency, authority and signatures option plan of each officer of Holdings authorized to execute and deliver any such Loan Documents and to act Tree with respect theretoto units of membership interests or any other securities of the Company, in form and substance satisfactory to Buyer; and (ivm) a certificate such other customary documents, instruments and certificates as shall be reasonably requested by Buyer or PNP and as shall be consistent with the terms of the Secretary or other appropriate officer of each Additional Borrower, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the respective certificate or articles of incorporation and bylaws of such Additional Borrower and the resolutions and other actions taken or adopted by such Additional Borrower authorizing the execution, delivery and performance of any Loan Documents to which such Additional Borrower is or shall become a party, and (B) the incumbency, authority and signatures of each officer of such Additional Borrower authorized to execute and deliver any such Loan Documents and to act with respect theretothis Agreement.

Additional Closing Documents. Agent The Lender shall have received the following, in form and substance satisfactory to it: : (i) certificates of one or more nationally recognized insurance brokers or other insurance specialists acceptable to the Lender, dated as of a recent date prior to the Closing Date, certifying the insurance maintained by the Company and any Guarantor as required hereunder and under the Collateral Documents is in full force and effect; (ii) evidence that all (A) authorizations, consents or approvals of, or notices to or filings with any governmental agency or authority, and (B) as requested by the Lender, approvals or consents of any other PersonPerson (including the consent of any party to a Material Contract to the grant of a security interest therein to the Lender), required in connection with the execution, delivery and performance of the Loan Documents shall have been obtained; ; (iiiii) (A) a certificate evidencing the formation and good standing of the Company and each Guarantor in each such Person’s jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within five (5) days prior to the Closing Date, and (B) a certificate evidencing the Company’s and each Guarantor’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which such Person conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date. (iv) (A) a certificate of the Secretary or other appropriate officer of Borrowerthe Company, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A1) copies of the articles or certificate of incorporation, and bylaws, or articles other applicable organizational documents, of incorporation and bylaws of Borrower the Company and the resolutions adopted by Borrower and other actions taken or adopted by Borrower (or any shareholders of Borrower) the Company authorizing the execution, delivery and performance of the Loan Documents Documents, and (B2) the incumbency, authority and signatures of each officer of Borrower the Company authorized to execute and deliver the Loan Documents and act with respect thereto; (iii) a certificate of the Secretary or other appropriate officer of Holdings, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the certificate or articles of incorporation and bylaws of Holdings and the resolutions and other actions taken or adopted by Holdings authorizing the execution, delivery and performance of any Loan Documents to which Holdings is or shall become a party, and (B) the incumbency, authority and signatures of each officer of Holdings authorized to execute and deliver any such Loan Documents and to act with respect thereto; and (iv) a certificate of the Secretary or other appropriate officer of each Additional BorrowerGuarantor, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A1) copies of the respective articles or certificate of incorporation, and bylaws, or articles of incorporation and bylaws other applicable organizational documents, of such Additional Borrower Guarantor and the resolutions and other actions taken or adopted by such Additional Borrower Guarantor authorizing the execution, delivery and performance of any Loan Documents to which such Additional Borrower is or shall become a partyits Guarantor Documents, and (B2) the incumbency, authority and signatures of each officer of such Additional Borrower Guarantor authorized to execute and deliver any such Loan its Guarantor Documents and to act with respect thereto.