DOCUMENTS REQUIRED FOR CLOSING Clause Samples
The 'Documents Required for Closing' clause outlines the specific paperwork and materials that each party must provide before a transaction can be finalized. Typically, this includes items such as signed agreements, proof of payment, title documents, or any regulatory approvals necessary for the deal. By clearly listing these requirements, the clause ensures that all parties are prepared and that the closing process proceeds smoothly, reducing the risk of delays or disputes due to missing documentation.
DOCUMENTS REQUIRED FOR CLOSING. The obligation of Lender to make the Loan is subject to the conditions precedent that the Company shall have delivered to Lender prior to the disbursement of the Loan the following:
DOCUMENTS REQUIRED FOR CLOSING. The Bank shall have received, in each case in form and substance satisfactory to the Bank, such fully executed originals or certified copies as the Bank may have requested of each of the following, in each case as amended through the Closing Date:
DOCUMENTS REQUIRED FOR CLOSING a. Borrower and all other required parties shall have executed where appropriate and delivered to Lender, on or prior to a Closing Date, the applicable Loan Documents, each in form and substance satisfactory to Lender;
b. A certified (as of the applicable Closing Date) copy of resolutions, or equivalent, of the governing body of each Organization signing a Loan Document, authorizing the execution, delivery and performance of each of the Loan Documents to which it is a party and providing Lender an incumbency certificate for any Person authorized to execute the Loan Documents;
c. A certified (as of the applicable Closing Date) copy of the current Organization Documents including any amendments thereto, of each such Person, together with a certificate (dated as of the Closing Date) of each such Person to the effect that such Organization Documents have not been amended since the date of the aforesaid certification;
d. A certificate (as of the most recent date practicable) of the relevant Secretary of State as to the current existence of each such Person, a certificate (as of the most recent date practicable) of the Secretary of State of each state in which the business activities or Property of such Person requires qualification as a foreign corporation or entity, as the case may be, and that such Person is duly qualified to transact business in that state as a foreign corporation or entity, as the case may be;
e. The written opinion of the outside counsel for Borrower, dated as of the applicable Closing Date and addressed to Lender and any participating lenders as Lender may request, in form satisfactory to Lender, to the effect that after due inquiry:
i. Borrower is a limited partnership duly formed and validly existing under Delaware law, and is duly qualified to do business as a foreign limited partnership in the State of Washington;
ii. Borrower has all necessary partnership power and authority under the Certificate, the Partnership Agreement, and the Delaware RULPA to enter into, and to perform its obligations under, each of the Loan Documents;
iii. Borrower has authorized, by all necessary partnership action on the part of Borrower, the execution and delivery of, and the performance of the transactions contemplated by, each of the Loan Documents, and Borrower has executed and delivered each of the Loan Documents;
iv. Each of the Loan Documents constitutes the valid and binding obligation of Borrower, enforceable against Borrower in accordance with its...
DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have duly executed and/or delivered (or caused to be duly executed and/or delivered) to Banks the following:
(A) A secretary's certificate (as of the date of this Agreement) attaching a copy of resolutions of each Company Affiliate's Board of Directors authorizing the execution, delivery and performance of this Agreement and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to herein and confirming that the articles or certificate of incorporation and by-laws of each Company Affiliate have not changed since last delivered to Agent;
(B) A certificate (dated the date of this Agreement) of each Company Affiliate's corporate secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement and each other document to be executed and/or delivered pursuant hereto or thereto;
(C) Payment of Banks' reasonable expenses (including legal fees and disbursements of counsel) in connection with the preparation and negotiation of this Agreement and a closing hereunder;
(D) In consideration of the agreement of Banks to forbear pursuant to this Agreement, Company Affiliates acknowledge that Banks, upon execution and exchange of this Agreement, have earned a forbearance fee in the amount of One Hundred Thousand ($100,000.00) Dollars (which fee shall be deemed part of the Obligations secured by the Collateral) payable to Agent for ratable benefit of Banks as follows: Fifty Thousand ($50,000.00) Dollars upon execution and exchange of this Agreement; and Fifty Thousand ($50,000.00) Dollars on the earlier of December 15, 1999 or the Forbearance Termination Date;
(E) Evidence that the computer hardware and software used in the business operations of Company Affiliates are Y2K compliant;
(F) Bank shall be satisfied in all respects with Company Affiliates' management of cash and accounts receivable and, to evaluate such management, Company Affiliates agree to reimburse Banks, on demand, for a third party's review of such cash management systems and accounts receivable, as well as participation in initial and subsequent audits of Company Affiliates; and
(G) Such other instruments, agreements and documents as may be required by Banks and/or their counsel.
DOCUMENTS REQUIRED FOR CLOSING. The Lender shall have received, in each case in form and substance satisfactory to the Lender, such fully executed originals or certified copies as the Lender may have requested of each of the following, in each case as amended through the Closing Date:
DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have duly executed and/or delivered (or caused to be duly executed and/or delivered) to Bank the following:
(A) This First Amendment, the Replacement Revolving Loan Notes, explanations and waivers of rights with respect to the Replacement Revolving Loan Notes and each other instrument, agreement and document to be executed and/or delivered pursuant to this First Amendment and/or the instruments, agreements and documents referred to in this First Amendment;
(B) A certified (as of the date of this First Amendment) copy of resolutions of Borrower's Board of Directors authorizing the execution, delivery and performance of this First Amendment and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to herein;
(C) A certificate (dated the date of this First Amendment) of Borrower's corporate secretary as to the incumbency and specimen signatures of the officers of Borrower executing this First Amendment and each other document to be executed and/or delivered pursuant hereto;
(D) EARS, Inc., a Delaware corporation, a guarantor and surety for the Obligations, shall unconditionally reaffirm in writing its suretyship for the Obligations and consent to this First Amendment; and
(E) Such other instruments, agreements and documents as may be required by Bank and/or its counsel.
DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have duly executed and/or delivered (or caused to be duly executed and/or delivered) to Bank the following:
(A) The Twelfth Replacement Revolving Loan Note and each other instrument, agreement and document to be executed and/or delivered pursuant to this Amendment and/or the instruments, agreements and documents referred to in this Amendment;
(B) A certified (as of the date of this Fourth Amendment) copy of resolutions of Borrower's Board of Directors authorizing the execution, delivery and performance of this Fourth Amendment, the Twelfth Replacement Revolving Loan Note and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to herein;
(C) A certification that Borrower's certificate of incorporation and by-laws remain unchanged from Closing;
(D) A certificate (dated the date of this Fourth Amendment) of Borrower's corporate secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Fourth Amendment, the Twelfth Replacement Revolving Loan Note and each other document to be executed and/or delivered pursuant hereto or thereto; and
(E) Such other instruments, agreements and documents as may be required by Bank and/or its counsel.
DOCUMENTS REQUIRED FOR CLOSING. The obligation of Ledecky to ------------------------------ make the Loans is subject to the conditions precedent that the Company shall have delivered to Ledecky prior to the disbursement of the Loans the following:
(a) This Agreement. This Agreement, duly executed by an -------------- authorized officer of the Company and Ledecky.
DOCUMENTS REQUIRED FOR CLOSING. The Borrower shall have duly executed and/or delivered to the Bank on the date hereof (“Closing”), the following:
A. The Notes;
B. The Guaranty;
C. Compliance by the Borrower with Section 5.14 hereof;
D. Insurance on the tangible Collateral;
E. Judgment Searches against the Borrower showing no outstanding judgments;
F. UCC Searches against the Borrower indicating that the security interest conveyed to the Bank hereunder is a valid first lien on the Collateral, subject only to the Permitted Encumbrances;
G. A written Opinion by B▇▇▇▇▇▇▇’s and Guarantors’ counsel in form and in substance as may be satisfactory to Bank and to counsel for the Bank;
H. Certified copies of Resolutions of the Borrower and Guarantor authorizing the transactions contemplated hereunder;
I. A Certificate of Borrower and each Guarantor as to corporate/company existence and incumbency, and further confirming that the representations and warranties herein contained are true and accurate as of the Closing;
J. UCC-1 Financing Statements as requested by Bank;
K. Landlord’s Waivers (may be provided post-closing);
L. Borrower shall have paid the Upfront Fees;
M. A perfection certificate for Borrower;
N. Such other documents as may be reasonably required by the Bank or Bank’s counsel.
DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have delivered to Lender prior to Closing, the following:
i. the Note executed by ▇▇▇▇▇▇▇▇ of even date herewith;
ii. the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by Borrower of even date herewith;
iii. the Security Agreement executed by ▇▇▇▇▇▇▇▇ of even date herewith;
iv. the Contract Assignments executed by ▇▇▇▇▇▇▇▇ and consented to by third parties of even date herewith;
v. the Guaranties executed by Applied Digital Corporation, APLD Hosting, LLC and Sai Computing, LLC, of even date herewith; vi. the ADA and Environmental Indemnity Agreement of even date herewith;