IN DOCUMENTS Clause Samples

IN DOCUMENTS. 2.1 In the event of ambiguities, conflicts or inconsistencies between or among this Lender’s Direct Agreement and the Project Agreement, this Lender’s Direct Agreement shall prevail. Notwithstanding the foregoing, if there is any right or remedy in favour of Owner set out in this Lender’s Direct Agreement or any part thereof which is not set out or provided for in the Project Agreement, such additional right or remedy shall not constitute an ambiguity, conflict or inconsistency. Notwithstanding any provision of any other Implementing Agreement, including Section 2.5(a)(iv) of the Project Agreement, no review by Owner of the Lending Agreements shall constitute an acceptance of or acquiescence to any of the Lending Agreements or any term or condition thereof by Owner, and this Lender’s Direct Agreement and the Project Agreement shall not be subject to any of the terms and conditions of the Lending Agreements.
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IN DOCUMENTS. C1.1 In the event of ambiguities, conflicts, or inconsistencies between or among this Assignable Subcontractor Agreement and the Development Phase Agreement, this Assignable Subcontractor Agreement shall prevail.
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IN DOCUMENTS. 2.1 In the event of ambiguities, conflicts or inconsistencies between or among this Lender’s Direct Agreement and the Project Agreement, this Lender’s Direct Agreement shall prevail. Notwithstanding the foregoing, if there is any right or remedy in favour of Owner set out in this Lender’s Direct Agreement or any part thereof which is not set out or provided for in the
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Related to IN DOCUMENTS

  • Certain Documents The Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date (or such other date as may be indicated below) unless otherwise agreed by the Administrative Agent, in form and substance satisfactory to the Administrative Agent and each Lender: (i) this Agreement and the Fee Letters duly executed by the Borrower and, for the account of each Lender requesting the same by notice to the Administrative Agent and the Borrower received by each at least three Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), a Note conforming to the requirements set forth in Section 2.2(c); (ii) the Guaranty Agreement and the Security Documents, including the (A) Guaranty Agreement, duly executed by the Borrower and each Subsidiary Guarantor, (B) the Security Agreement, duly executed by the relevant grantors thereunder, and (C) any Mortgages duly executed by the relevant mortgagors thereunder; and each such Security Document, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof, together with (x) copies of UCC, tax, judgment lien, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral (including the Payoff Letter), in each case, as may be reasonably requested by the Administrative Agent or the Collateral Agent, (y) all documents representing all Securities being pledged pursuant to the Security Agreement and related undated powers or endorsements duly executed in blank and (z) in each case evidence of the perfection and first priority of the Liens created by the Security Documents to the extent required thereby; (iii) duly executed (A) opinions of counsel to the Loan Parties, each addressed to the Arranger, the Collateral Agent, the Administrative Agent, the Issuing Banks and the Lenders and addressing such matters as the Administrative Agent or Lenders may request and (B) opinion of counsel to the Agents and the Arranger; (iv) a timely and duly executed and completed Notice of Borrowing for the initial Borrowing; (v) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction and certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in its jurisdiction of organization and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates; provided that such related tax certificates may be provided within thirty (30) days following the Closing Date); (vi) a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vii) a certificate of the President, Chief Executive Officer or Chief Financial Officer of the Borrower certifying that as of the Closing Date and both before and after giving effect to the funding of the Loans: (A) the representations and warranties of the Loan Parties set forth in any Loan Document shall be true and correct on and as of such date, (B) each Loan Party is Solvent after giving effect to the funding of the Loans pursuant to Section 2.1, the application of the proceeds thereof in accordance with Section 6.17 and the payment of all estimated legal, accounting and other fees and expenses related hereto and (C) no Default has occurred and is continuing; (viii) a certificate of the President, Chief Executive Officer or Chief Financial Officer of the Borrower certifying in reasonable detail as to the calculation of the Revolving Borrowing Base and the Term Borrowing Base as of the Closing Date and certifying that the Loans requested pursuant to the Initial Borrower are in accordance with the maximum drawing requirements in respect of the Revolving Borrowing Base and the Term Borrowing Base hereunder; (ix) a certificate from the President, Chief Executive Officer or Chief Financial Officer of the Borrower certifying as the amount of Consolidated Net Outstanding Content Advances as of the Closing Date in reasonable detail and computed in accordance with a customary methodology that is acceptable to the Administrative Agent and consistent with past practices; (x) reserved; (xi) insurance certificates in form and substance satisfactory to the Collateral Agent demonstrating that the insurance policies required by Section 6.13 are in full force and effect and have all terms required by Section 6.13; (xii) a certificate of a Responsible Officer of the Borrower certifying true, complete and correct executed copies of all material contracts attached to such certificate and in effect as of the Closing Date (including (A) all Material DL OLC Agreements, (B) all Intercompany Agreements, and (C) all material employment agreements, and that each such material contract is in full force and effect and the Loan Parties are is in compliance with all such relevant material contracts to which they are party as of the Closing Date; (xiii) a certificate from the Chief Financial Officer of the Borrower, supported by third party review of the financial statements of GVE reasonably satisfactory to the Administrative Agent, demonstrating as of the Closing Date for the most recent trailing twelve-month period for which quarterly financial statements are available (i) Consolidated Adjusted EBITDA, pro forma for the Acquisition, that is not less than $12.5 million, (ii) a ratio of (A) Consolidated Total Debt to (B) Consolidated Adjusted EBITDA of no more than 3.65:1.00 and (iii) projections showing a Consolidated Fixed Charge Coverage Ratio for the next full fiscal quarter of no less than 1.15:1.00. Such certificate shall be addressed to the Administrative Agent and accompanied by the Initial Financial Statements, which audited Initial Financial Statements for the fiscal year ending March 31, 2013 shall have been reviewed and certified by the Group Members’ Accountants; (xiv) a payoff letter executed by the Borrower, the Administrative Agent, GVE and PNC Bank (the “Payoff Letter”) and evidence that the Existing Liens have been released; (xv) the Initial Library Value Report; and (xvi) consents, waivers, acknowledgements and other agreements from any Loan Party or third parties which the Administrative Agent or the Collateral Agent may deem necessary or advisable in order to permit, protect or perfect the Collateral Agent’s security interests in and Liens upon the Collateral and to effectuate the provisions of this Agreement and the other Loan Documents, including, mortgagee or landlord waivers, estoppel certificates, bailee letters, consignment notices and other similar agreements.

  • Formation Documents With respect to the Issuing Entity, the Certificate of Trust and the Trust Agreement, (ii) with respect to the Grantor Trust, the Grantor Trust Certificate of Trust and the Grantor Trust Agreement, and (iii) with respect to the Depositor, the certificate of formation of the Depositor filed in Delaware, dated as of January 4, 2019 and the amended and restated limited liability company agreement of the Depositor, dated as of March 27, 2019, made by the Sponsor, as member.

  • 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.

  • Referenced Documents 2.3.1 Unless the context shall otherwise specifically require, and subject to Section 21, whenever any provision of this Agreement refers to a technical reference, technical publication, CLEC Practice, SBC-13STATE Practice, any publication of telecommunications industry administrative or technical standards, or any other document specifically incorporated into this Agreement (collectively, a “Referenced Instrument”), it will be deemed to be a reference to the then-current version or edition (including any amendments, supplements, addenda, or successors) of each Referenced Instrument that is in effect, and will include the then-current version or edition (including any amendments, supplements, addenda, or successors) of any other Referenced Instrument incorporated by reference therein.

  • Acquisition Documents (a) Borrowers and Guarantors have delivered, or caused to be delivered, to Agent, true, correct and complete copies of the Acquisition Documents. (b) The Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. (c) None of the Acquisition Documents have been amended or otherwise modified without the prior written consent of Agent. (d) The execution, delivery and performance of the Acquisition Documents have been duly authorized by all necessary action on the part of Parent and each of its Subsidiaries that is a party thereto and to the best of the knowledge of Borrowers and Guarantors, each other party thereto. Each of the Acquisition Documents is the legal, valid and binding obligation of the parties thereto, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting creditors' rights generally. All actions taken by Parent and its Subsidiaries pursuant or in connection with the purchase of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong have been taken in compliance with the terms of the Acquisition Documents. (e) No party to any of the Acquisition Documents is in default with respect to any of its obligations under such Acquisition Documents in any material respect and all representations and warranties made by the parties thereto in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct as of the date hereof, except as waived in writing with the approval of Agent. The reports, financial statements, certificates and other written information with respect to the purchase of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong in connection with the Acquisition Documents, furnished to Agent by Borrowers, taken as a whole (as modified or supplemented by other written information so furnished), do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading.