Common use of Other documents and evidence Clause in Contracts

Other documents and evidence. (a) An executed copy of each of the Debenture Documents (other than the Debenture Certificate). (b) A certificate dated the Closing Date and signed by a Director of the Issuer confirming the matters specified in Clauses 4.1(a)(iii), 4.1(a)(iv), and 4.1(a)(v) (Conditions Precedent to Closing) of this Agreement. (c) A certificate of good standing or the equivalent dated within three Business Days of the Closing Date, in respect of the Issuer and each of the Material Subsidiaries. (d) A certificate of the transfer agent of the Issuer certifying: (i) that it has been duly appointed as the transfer agent and registrar for the Shares; and (ii) the issued and outstanding Shares. (e) Copies of correspondence received from the Stock Exchange indicating that the Issuer has obtained all necessary approvals for the Shares to be listed on the Stock Exchange, subject only to the satisfaction by the Issuer of such customary and standard post-closing conditions imposed by the Stock Exchange in similar circumstances. (f) A copy of any other authorisation or other document, opinion or assurance which the Debentureholder considers (in good faith) to be necessary (if it has notified the Issuer accordingly within a reasonable time prior to the Closing Date) in connection with the entry into and performance of the transactions contemplated by any Debenture Document or for the validity and enforceability of any Debenture Document. (g) The satisfaction of all of the Debentureholder’s necessary “know your customer” and/or other similar checks under its internal requirements and Applicable Laws and regulations in relation to this Agreement, the Debentures and the transactions contemplated thereby and the Issuer has provided all such relevant information in relation thereto. (h) A written acceptance of the process agent mentioned in Clause 23.3 (Service of Process) of its appointment as set out in that Clause. (i) A group structure chart of the Issuer and its Subsidiaries. Schedule 3 Form of Debenture Certificate [ ] Schedule 4 Form of Transfer and Accession Deed

Appears in 2 contracts

Sources: Subscription Agreement (Lifezone Metals LTD), Subscription Agreement (Lifezone Metals LTD)

Other documents and evidence. 5.1 ▇▇▇▇ executed copies of the relevant MOA and of all documents signed or issued by a Borrower or a Seller (aor any of them) An executed copy under or in connection with them. 5.2 Such documentary evidence as the Facility Agent and its legal advisers may require in relation to the due authorisation and execution of the relevant MOA by each of the Debenture Documents (other than the Debenture Certificate)parties to them. 5.3 Evidence that any process agent referred to in Clause 48.2 (bService of process) A certificate dated the Closing Date and signed by a Director of the Issuer confirming the matters specified in Clauses 4.1(a)(iii), 4.1(a)(iv), and 4.1(a)(v) (Conditions Precedent to Closing) of this Agreementhas accepted its appointment. (c) A certificate of good standing or the equivalent dated within three Business Days of the Closing Date, in respect of the Issuer and each of the Material Subsidiaries. (d) A certificate of the transfer agent of the Issuer certifying: (i) that it has been duly appointed as the transfer agent and registrar for the Shares; and (ii) the issued and outstanding Shares. (e) Copies of correspondence received from the Stock Exchange indicating that the Issuer has obtained all necessary approvals for the Shares to be listed on the Stock Exchange, subject only to the satisfaction by the Issuer of such customary and standard post-closing conditions imposed by the Stock Exchange in similar circumstances. (f) 5.4 A copy of any other authorisation Authorisation or other document, opinion or assurance which the Debentureholder Facility Agent considers (in good faith) to be necessary or desirable (if it has notified the Issuer accordingly within a reasonable time prior to the Closing DateBorrowers accordingly) in connection with the entry into and performance of the transactions contemplated by any Debenture Transaction Document or for the validity and enforceability of any Debenture Transaction Document. (g) The satisfaction of all 5.5 Evidence that each Earnings Account of the Debentureholder’s necessary relevant Borrower has been opened with the Account Bank. 5.6 Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 10 (Fees) and Clause 15 (Costs and Expenses) have been paid or will be paid by the relevant Release Date. 5.7 Such evidence as the Facility Agent may require for the Finance Parties to be able to satisfy each of their “know your customer” and/or other or similar checks under its internal requirements and Applicable Laws and regulations identification procedures in relation to this Agreement, the Debentures and the transactions contemplated thereby by the Finance Documents. From: [●] To: ▇▇▇▇▇ Agency Services Limited Dated: [●] 2023 Dear Sirs [●] – Up to $[●] Facility Agreement dated 8 August 2022 as amended and supplemented by a supplemental agreement dated 26 October 2022, a second supplemental agreement dated 21 December 2022 and as further amended and restated by a deed of accession, amendment and restatement dated [●] January 2023 (the Issuer has provided all “Agreement”) 1 We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. Proposed Utilisation Date: [●] 2023 (or, if that is not a Business Day, the next Business Day) Amount: $[●] or, if less, the Available Facility as follows: 3 We hereby agree and acknowledge that the Facility Agent shall make payments strictly on the basis of the information set forth in this Utilisation Request hereto even if such relevant information in relation is incorrect. In the event that any of such information is incorrect, we agree that the Facility Agent shall not have any liability with respect thereto. (h) A written acceptance of the process agent mentioned in Clause 23.3 (Service of Process) of its appointment as set out in that Clause. (i) A group structure chart of the Issuer and its Subsidiaries. Schedule 3 Form of Debenture Certificate [ ] Schedule 4 Form of Transfer and Accession Deed

Appears in 1 contract

Sources: Facility Agreement (United Maritime Corp)

Other documents and evidence. 5.1 Evidence that the Borrower is in compliance with the minimum required security cover in accordance with clause 15.1 (aSecurity cover) An executed copy of each of the Debenture Documents (other than the Debenture Certificate). (b) A certificate dated the Closing Date and signed by a Director of the Issuer confirming the matters specified in Clauses 4.1(a)(iii), 4.1(a)(iv), and 4.1(a)(v) (Conditions Precedent to Closing) of this Loan Agreement. (c) A certificate of good standing or the equivalent dated within three Business Days of the Closing Date, in respect of the Issuer and each of the Material Subsidiaries. (d) A certificate of the transfer agent of the Issuer certifying: (i) that it has been duly appointed as the transfer agent and registrar for the Shares; and (ii) the issued and outstanding Shares. (e) Copies of correspondence received from the Stock Exchange indicating that the Issuer has obtained all necessary approvals for the Shares to be listed on the Stock Exchange, subject only to the satisfaction by the Issuer of such customary and standard post-closing conditions imposed by the Stock Exchange in similar circumstances. (f) 5.2 A copy of any other authorisation consent, authorisation, approval or other document, opinion or assurance which the Debentureholder Lender considers (in good faith) to be necessary or desirable (if it has notified the Issuer accordingly within a reasonable time prior to the Closing DateBorrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Debenture Document this Agreement or for the validity and enforceability of any Debenture DocumentFinance Document as amended and supplemented by this Agreement. 5.3 Evidence that the fee due from the Borrower pursuant to Clause 6.1 (gWaiver) The satisfaction of all this Agreement has been paid on or prior to the date of this Agreement and any other costs and expenses then due from the Debentureholder’s necessary “know your customer” and/or other similar checks under its internal requirements Borrower against issued invoices pursuant to Clause 6 (Costs and Applicable Laws and regulations in relation to Expenses) of this Agreement, Agreement have been paid or will be paid by the Debentures and the transactions contemplated thereby and the Issuer has provided all such relevant information in relation theretoEffective Date. (h) A written acceptance of 5.4 Evidence that the process agent mentioned referred to in Clause 23.3 10.2 (Service of Processprocess) of this Agreement has accepted its appointment as set out in that Clause.agent for service of process under this Agreement. m.v. "[l]" THIS ADDENDUM made on the day of [l] 2016 (i1) A group structure chart SBI [l] SHIPPING COMPANY LIMITED, a corporation incorporated in the ▇▇▇▇▇▇▇▇ Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960 (the "Owner", which expression shall include its successors and permitted assigns); and (2) NIBC BANK N.V., acting through its office at ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (the "Security Trustee", which expression includes its successors and assigns). IS SUPPLEMENTAL to a first preferred ▇▇▇▇▇▇▇▇ Islands ship mortgage dated [l] over m.v. "[l]" having Official No. [l] (the "Ship"), executed by the Owner in favour of the Issuer and its Subsidiaries. Schedule 3 Form Security Trustee duly recorded in the Office of Debenture Certificate [ the Maritime Administrator of the Republic of the ▇▇▇▇▇▇▇▇ Islands on [l] Schedule 4 Form at [l] A.M., [l] at the central office of Transfer and Accession Deedthe Maritime Administrator in New York, in Book [l] at Page [l] (the "Mortgage").

Appears in 1 contract

Sources: Term Loan Facility (Scorpio Bulkers Inc.)

Other documents and evidence. (a) An executed A copy of each the Rules and a certificate of an authorised signatory of the Debenture Documents (other than Company confirming that the Debenture Certificate)copy of the Rules have not been amended and remain in full force and effect. (b) A certificate dated the Closing Date and signed by a Director certified copy of the Issuer form of Clearing Participant’s Agreement and security deed or a certificate of an authorised signatory of the Company confirming that the matters specified copy of the form of Clearing Participant’s Agreement and security deed previously delivered to the Facility Agent for the purposes of the Original Facility Agreement have not been amended and remain in Clauses 4.1(a)(iii), 4.1(a)(iv), full force and 4.1(a)(v) (Conditions Precedent to Closing) of this Agreementeffect. (c) A certificate Evidence that any process agent referred to in Clause 12.2 (Service of good standing or the equivalent dated within three Business Days of the Closing Date, in respect of the Issuer and each of the Material Subsidiariesprocess) has accepted its appointment. (d) A certificate of the transfer agent of the Issuer certifying: (i) that it has been duly appointed as the transfer agent and registrar for the Shares; and (ii) the issued and outstanding Shares. (e) Copies of correspondence received from the Stock Exchange indicating that the Issuer has obtained all necessary approvals for the Shares to be listed on the Stock Exchange, subject only to the satisfaction by the Issuer of such customary and standard post-closing conditions imposed by the Stock Exchange in similar circumstances. (f) A copy of any other authorisation Authorisation or other document, opinion or assurance which the Debentureholder considers (in good faith) Facility Agent, Security Agent or Lenders consider to be reasonably necessary or desirable (if it has they have notified the Issuer Company accordingly within a reasonable time prior to the Closing Datedate of this Agreement) in connection with the entry into and performance of the transactions contemplated by any Debenture Document this Agreement or for the validity and enforceability of this Agreement and any Debenture other Finance Document. (e) A copy of the Latest Financial Statements. (f) Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 7 (Transaction expenses) and Clause 8 (Fees) have been paid or will be paid at the times and in the manner set out in the relevant Fee Letters. (g) The satisfaction Evidence of all a positive advice of any works council which has advisory rights in respect of the Debentureholder’s necessary “know your customer” and/or other similar checks under its internal requirements entry into and Applicable Laws and regulations in relation to this Agreement, the Debentures and performance of the transactions contemplated thereby in the Finance Documents. SECTION 1 INTERPRETATION 1. Definitions and the Issuer has provided all such relevant information in relation thereto. (h) A written acceptance interpretation 2 SECTION 2 THE FACILITY 2. The Facility 47 3. Purpose 54 4. Conditions of the process agent mentioned in Clause 23.3 (Service of Process) of its appointment as set out in that Clause. (i) A group structure chart of the Issuer and its Subsidiaries. Schedule Utilisation 55 SECTION 3 Form of Debenture Certificate [ ] Schedule 4 Form of Transfer and Accession DeedUTILISATION

Appears in 1 contract

Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.)

Other documents and evidence. (a) An executed copy 6.1 A valuation of each Ship, addressed to the Lender, stated to be for the purposes of this Agreement and dated not earlier than ten (10) days before the Utilisation Date for the Advance under the Tranche relating to each respective Ship from an Approved Valuer in order to determine the Initial Market Value of the Debenture Documents (other than the Debenture Certificate)each Ship. 6.2 Evidence that any process agent referred to in Clause 46.2 (b) A certificate dated the Closing Date and signed by a Director Service of the Issuer confirming the matters specified in Clauses 4.1(a)(iiiprocess), 4.1(a)(iv)if not an Obligor, and 4.1(a)(v) (Conditions Precedent to Closing) of this Agreementhas accepted its appointment. (c) A certificate of good standing or the equivalent dated within three Business Days of the Closing Date, in respect of the Issuer and each of the Material Subsidiaries. (d) A certificate of the transfer agent of the Issuer certifying: (i) that it has been duly appointed as the transfer agent and registrar for the Shares; and (ii) the issued and outstanding Shares. (e) Copies of correspondence received from the Stock Exchange indicating that the Issuer has obtained all necessary approvals for the Shares to be listed on the Stock Exchange, subject only to the satisfaction by the Issuer of such customary and standard post-closing conditions imposed by the Stock Exchange in similar circumstances. (f) 6.3 A copy of any other authorisation Authorisation or other document, opinion or assurance which the Debentureholder Lender considers (in good faith) to be necessary or desirable (if it has notified the Issuer accordingly within a reasonable time prior to the Closing DateBorrowers accordingly) in connection with the entry into and performance of the transactions contemplated by any Debenture Transaction Document or for the validity and enforceability of any Debenture Transaction Document. (g) The satisfaction of all 6.4 Copies of the Debentureholder’s necessary Original Financial Statements of each Obligor. 6.5 Copies of any mandates or other documents required in connection with the opening or operation of the Accounts. 6.6 Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date. 6.7 Such evidence as the Lender may require evidencing that the Ships are insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances have been complied with. 6.8 Such evidence as the Lender may require to be able to satisfy its “know your customer” and/or other or similar checks under its internal requirements and Applicable Laws and regulations identification procedures in relation to this Agreement, the Debentures and the transactions contemplated thereby by the Finance Documents, including, without limitation: (a) full disclosure of structure and ownership of the Borrowers and the Issuer has provided all such relevant information in relation thereto.Parent Guarantor; (hb) A written acceptance the identity of the process agent mentioned in Clause 23.3 (Service ultimate owner(s) shall be proven via acceptable documentation and the Lender shall receive certified copies of Processdocuments of identification to include address regarding the ultimate owner(s) of its appointment as set out in that Clause.– for example passport(s); (ic) A group structure chart signatures on this Agreement and the other Finance Documents shall be verified and the signatories’ identity including address and civil registration number if any shall be documented via passports or other acceptable documentation; and (d) such other documentation and information as the Lender deems necessary and/or advisable in order to comply with any law and/or regulation regarding money laundering and/or the financing of terrorist activities (including, without limitation, such documentation and information as the Issuer Lender deem necessary and/or advisable in order to comply with customer due diligence measures for purposes of AML/CTF checks as required by the Danish Act on Measures to Prevent Money Laundering and its Subsidiaries. Schedule 3 Form Financing of Debenture Certificate [ ] Schedule 4 Form of Transfer and Accession DeedTerrorism).

Appears in 1 contract

Sources: Facility Agreement (Seanergy Maritime Holdings Corp.)

Other documents and evidence. (a) An executed copy of each Copies of the Debenture Documents (other than executed Charter Contracts and the Debenture Certificate)latest Valuation Reports. (b) A certificate dated the Closing Date and signed by a Director copy of the Issuer confirming the matters specified in Clauses 4.1(a)(iii), 4.1(a)(iv), and 4.1(a)(v) (Conditions Precedent to Closing) of this AgreementGroup Structure Chart. (c) A certificate of good standing or the equivalent dated within three Business Days Copies of the Closing Date, in respect of the Issuer and each of the Material Subsidiariesexecuted Finance Documents by all parties thereto. (d) A certificate Evidence that all fees, costs and expenses (including legal fees) due from the Borrowers pursuant to Clause 6 (Fees, Costs and Expenses) of this Agreement have been paid or will be paid by the transfer agent of the Issuer certifying: (i) that it has been duly appointed as the transfer agent and registrar for the Shares; and (ii) the issued and outstanding SharesEffective Date. (e) Copies A certificate signed by an authorized signatory of correspondence received from the Stock Exchange indicating that Borrowers stating that, upon the Issuer has obtained all necessary approvals for Effective Date, (i) no member of the Shares Group will have any Financial Indebtedness other than Permitted Financial Indebtedness and each member of the Group will have (ii) no Encumbrance existing in relation to be listed on any asset of any member of the Stock Exchange, subject only to the satisfaction by the Issuer of such customary and standard post-closing conditions imposed by the Stock Exchange in similar circumstancesGroup other than any Permitted Encumbrance. (f) Evidence satisfactory to the Lender that the Security has been or will be perfected in accordance with all applicable laws on the Effective Date and constitutes valid security with the ranking it is expressed to have. (g) Copies of all relevant insurance policies and evidence that these are in full force and effect. (h) All requested information required pursuant to the obligations of the Lender, together with any other additional documents, records and information that the Lender may be required to obtain, verify or review pursuant to the terms of any other applicable law or regulation. (i) All documentation or information on assets required to be provided under any Security Documents. (j) A copy of any other authorisation or other document, opinion or assurance which the Debentureholder considers (in good faith) to be Lender notifies the Borrowers is necessary (if it has notified the Issuer accordingly within a reasonable time prior to the Closing Date) or desirable in connection with the entry into and performance of the transactions contemplated by any Debenture Document or for the validity and enforceability of any Debenture DocumentFinance Documents. (gk) The satisfaction of Evidence reasonably satisfactory to the Lender that all of the Debentureholder’s governmental and regulatory consents and other clearances (including but not limited to tax clearances) and all third party consents and approvals necessary “know your customer” and/or in connection herewith or other similar checks under its internal requirements and Applicable Laws and regulations in relation to this Agreement, the Debentures and the transactions contemplated thereby and the Issuer has provided all such relevant information in relation theretocompetition or regulatory authority have been obtained. (hl) A written acceptance of the process agent mentioned in Clause 23.3 (Service of Process) of its appointment as set out in that Clausegood standing certificate from each Obligor. (i) A group structure chart of the Issuer and its Subsidiaries. Schedule 3 Form of Debenture Certificate [ ] Schedule 4 Form of Transfer and Accession Deed

Appears in 1 contract

Sources: Amendment and Restatement Agreement (FreeSeas Inc.)