Closing Submissions. The Administrative Agent’s receipt of the following, each properly executed by an Authorized Officer of the signing Loan Party, each dated either the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its counsel:
Closing Submissions. The Agent’s receipt of the following, each properly executed by an Authorized Officer of the signing Loan Party, each dated either the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Agent and its counsel, (a) executed counterparts of this Agreement and the other Credit Documents, (b) Notes executed by the Borrower in favor of each Lender requesting a Note for each Loan extended by such Lender, (c) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Loan Party as the Agent may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as a Authorized Officer in connection with this Agreement and the other Credit Documents to which such Loan Party is a party, (d) such documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, and (e) a favorable opinion of counsel to the Loan Parties, addressed to the Agent and the Lenders as to the matters addressed in Exhibit F attached hereto.
Closing Submissions. The Administrative Agent’s receipt of the following, each of which shall be originals, telecopy or other electronic format (i.e., “pdf”): 106
Closing Submissions. The Lender’s receipt of the following, in form and substance reasonably satisfactory to the Lender and its counsel: (a) executed counterparts of this Agreement and the other Credit Documents; (b) the Note executed by the Borrower in favor of the Lender; (c) a Guaranty Agreement executed by the Guarantor; (d) such certificates of resolutions or other action by the respective governing bodies of the Borrower, the Guarantor, and the Ultimate Parent (as required pursuant to the terms of the respective Organization Documents for the Borrower, the Guarantor, and the Ultimate Parent), incumbency certificates and/or other certificates of Authorized Persons of each of the Loan Parties and Ultimate Parent as the Lender may require evidencing the identity, authority and capacity of each Authorized Person thereof authorized to act as an Authorized Person in connection with the Credit Facility, this Agreement, and the other Credit Documents to which such Loan Party is a party, or in the case of the Ultimate Parent as to which the Loan Parties have agreed that certificates will be provided by officers of the Ultimate Parent; (e) for each of the Borrower and the Guarantor, receipt and satisfactory review of (i) all Organization Documents of each Loan Party, including certified certificates of formation and all other Organization Documents, (ii) any agreements among holders of Equity Interests in each Loan Party, and (iii) certificates of good standing from the jurisdiction of its formation and any jurisdiction in which its ownership, lease or operation of properties or the conduct of its business requires it to be qualified to do business, except where the failure to be qualified could not reasonably be expected to result in a Material Adverse Event; (f) a favorable opinion of counsel to the Loan Parties, addressed to the Lender subject only to qualifications and assumptions that are reasonably acceptable to the Lender and its counsel; (g) satisfactory record search reports with respect to the Borrower and its assets and properties; (h) satisfactory search results and opinions for the Collateral as of Closing, and evidence that the Lender will hold perfected first priority Liens in the Collateral, except for Permitted Encumbrances; (i) a certificate of an Authorized Person of each Loan Party certifying (i) that the representations and warranties contained in the Credit Documents are true, accurate and complete in all material respects as of the Closing Date (except to th...
