BASIC DOCUMENTS 1 Clause Samples

BASIC DOCUMENTS 1. Fifth Amendment to Receivables Financing Agreement 2. Second Amendment to Purchase and Sale Agreement (“PSA”) 3. Amendment No. 2 to Deposit Account Control Agreement (note: collection accounts will be assigned to the Borrower on the books and records of the Collection Account Bank such that the Borrower will be the “owner” and “customer of the bank” with respect to those accounts) 4. Intercompany Loan Agreement for the Joining Originator B. UNIFORM COMMERCIAL CODE FILING DOCUMENTATION 5. UCC, tax, ERISA, bankruptcy and judgment lien searches against the Joining Originator in the State in which the Joining Originator is organized or incorporated (as well as tax, ERISA, bankruptcy and judgment searches at the Joining Originator’s chief executive office) 6. UCC-1 Financing Statements naming the Joining Originator as debtor/seller, Borrower as buyer/assignor, and the Administrative Agent as secured party/assignee, for filing with the Secretary of State of the State of New Jersey 7. Amended and Restated Lien Release Letter (JPM) 8. UCC-3 filing regarding UCC-1 filing by JPM against Joining Originator C. LEGAL OPINIONS 9. Opinion of counsel to the Joining Originator, Syneos Health and the Borrower re: general corporate matters, enforceability, no-conflicts with organizational documents, material agreements, New York and Federal law, ’40 Act, ▇▇▇▇▇▇▇ Rule and UCC security interest and perfection matters 10. Opinion of counsel to the Joining Originator and the Borrower re: true sale matters 11. Opinion of counsel to the Joining Originator and the Borrower re: substantive consolidation matters 12. Back-Up Officers’ Certificates as applicable to support the foregoing opinions, including Certificate regarding material agreements D. DOCUMENTATION AS TO AUTHORITY, INCUMBENCY AND OTHER MATTERS WITH RESPECT TO SYNEOS HEALTH, BORROWER AND THE JOINING ORIGINATOR 13. Officer’s Certificate of Syneos Health a. Authorizing Resolutions b. Certificate of Formation c. Limited Liability Company Agreement d. Incumbency and signatures 14. Officer’s Certificate of the Joining Originator a. Authorizing Resolutions b. Certificate of Formation c. Limited Liability Company Agreement d. Incumbency and signatures 2 733104979 18569090
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Related to BASIC DOCUMENTS 1

  • Basic Documents The Certificate of Trust, the Trust Agreement, the Pooling Agreement (including the First Step Receivables Assignment), the Trust Sale Agreement (including the Second Step Receivables Assignment), the Servicing Agreement, the Custodian Agreement, the Administration Agreement, the Indenture, the Note Depository Agreement, the Notes, the Certificates and the other documents and certificates delivered in connection therewith.

  • Related Documents The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Public Documents The Common Stock of the Borrower is registered pursuant to Section 12 of the Exchange Act and the Borrower is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Borrower has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC, the Principal Trading Market, or any other Governmental Authority, as applicable (all of the foregoing filed within the two (2) years preceding the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “Public Documents”). The Borrower is current with its filing obligations with the SEC, the Principal Trading Market, or any other Governmental Authority, as applicable, and all Public Documents have been filed on a timely basis by the Borrower. The Borrower represents and warrants that true and complete copies of the Public Documents are available on the SEC website or the Principal Trading Market website, as applicable (▇▇▇.▇▇▇.▇▇▇, or ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) at no charge to Lender, and Lender acknowledges that it may retrieve all Public Documents from such websites and Lender’s access to such Public Documents through such website shall constitute delivery of the Public Documents to Lender; provided, however, that if Lender is unable to obtain any of such Public Documents from such websites at no charge, as result of such websites not being available or any other reason beyond Lender’s control, then upon request from Lender, the Borrower shall deliver to Lender true and complete copies of such Public Documents. The Borrower shall also deliver to Lender true and complete copies of all draft filings, reports, schedules, statements and other documents required to be filed with the requirements of the Principal Trading Market that have been prepared but not filed with the Principal Trading Market as of the date hereof. None of the Public Documents, at the time they were filed with the SEC, the Principal Trading Market, or other Governmental Authority, as applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such Public Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof, which amendments or updates are also part of the Public Documents). As of their respective dates, the consolidated financial statements of the Borrower and its Subsidiaries included in the Public Documents complied in all material respects with applicable accounting requirements and any published rules and regulations of the SEC and Principal Trading Market with respect thereto.

  • The Trust Agreement The Trust Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.