ANCILLARY DOCUMENTATION Sample Clauses
The Ancillary Documentation clause defines the requirement for additional documents that support or supplement the main agreement. This clause typically specifies what types of documents are considered ancillary, such as technical specifications, schedules, or user manuals, and may outline the process for their creation, approval, or amendment. Its core function is to ensure that all necessary supporting materials are formally recognized as part of the contractual relationship, thereby reducing ambiguity and ensuring that both parties have a clear understanding of all obligations and requirements.
ANCILLARY DOCUMENTATION. 12.1 The Purchaser acknowledges that the Constitution and Rules of the Home Owners’ Association, which inter alia deal with the control and administration of the Olivewood Private Estate & Golf Club ("the Estate”) and the Architectural Guidelines dealing with the requirements for improvements of the Property, have been made available to and/or discussed with him/her and that he/she has acquainted himself/herself with the conditions therein and acknowledges that these documents/discussions form an integral part of this Agreement of Sale and as such shall be binding upon the Purchaser.
12.2 The Purchaser acknowledges that the Estate site is recognised as being of Special Interest in environmental terms and that an Environmental Management Plan for the Construction Phase of the Estate (“EMP”) sets out the guidelines that are to be followed by the building contractors building on the Estate. The Purchaser notes that the EMP will be strictly enforced, and, to that end, the Developer has engaged the services of a full time Environmental Control Officer (“ECO”) who is empowered to issue instructions to a contractor to take measures to remedy damage to the environment and / or stop building works, or part of it, in circumstances described in the EMP. The EMP and the ECO’s decisions and instructions will be binding upon the Purchaser as a Member of the Association.
12.3 The Purchaser further acknowledges that his attention has been drawn to the Constitution and Rules of the Olivewood Private Estate & Golf Club in final draft form together with all annexures thereto that is available for inspection at the Offices of the Developer at the Estate. The Purchaser also acknowledges that the Constitution and Rules of the Golf Club do not form a part of this Agreement of Sale and as such it shall be incumbent on the Purchaser to familiarise himself with these documents before applying for Membership of the Golf Club.
ANCILLARY DOCUMENTATION. Purchaser and Seller covenant and agree that they shall diligently and in good faith, during the Examination Period, negotiate and attempt to agree upon the terms of the following instruments, which will be delivered at or before Closing in accordance with the terms hereof:
1. An agreement (the “Right of First Offer Agreement”) to be recorded at Closing in the public records of ▇▇▇▇▇▇ County, Maryland, which shall provide the Purchaser a right of first offer with respect to the sale of any parcel out of the Seller’s Remainder Property which is now or hereafter may be zoned for or otherwise entitled to be developed as a multifamily rental apartment project (including, without limitation, Parcels E and D described on Exhibit J hereto) (collectively, the “ROFO Property”), in accordance with the terms and provisions hereafter set forth:
(A) The Right of First Offer Agreement shall continue in full force and effect from the Closing Date until the earlier to occur of (x) the date that is five (5) years thereafter and (y) the date upon which Seller no longer holds any fee interest in any portion of the Seller’s Remainder Property (the “ROFO Term”), at which point the Right of First Offer Agreement shall automatically terminate. If any ROFO Property is sold in more than one (1) conveyance, Purchaser shall have a Right of First Offer with respect to each separate conveyance.
(B) If, prior to the end of the ROFO Term, Seller elects to sell, transfer, exchange or otherwise dispose of, to any third party, any or all of the ROFO Property, then Seller shall give Purchaser written notice of such election (the “Offer Notice”). The Offer Notice will set forth a description of the ROFO Property, or portions thereof (the “Offered ROFO Property”) potentially being transferred, together with the proposed sales price and all other material terms and conditions of the proposed sale. Purchaser shall then have ten (10) business days from the date of the Offer Notice to give Seller written notice that it shall purchase the ROFO Property upon the terms set forth in the Offer Notice by executing and returning the Offer Notice (the “Offer Notice Acceptance Period”). If Purchaser accepts Seller’s offer contained in the Offer Notice, Purchaser and Seller shall use good faith, diligent, and commercially reasonable efforts to enter into a written agreement for the purchase and sale of the Offered ROFO Property (which agreement shall be based upon the terms and conditions set forth in the ...
ANCILLARY DOCUMENTATION. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and, where applicable, fully executed by all parties thereto:
(i) certificates of insurance naming the Administrative Agent as loss payee or lender’s loss payable with respect to property insurance, or additional insured with respect to liability insurance, and covering the Loan Parties’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(ii) a secretary’s certificate from each Loan Party certifying and appending such Loan Party’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Loan Documents to which such Person is a party;
(iii) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date all conditions precedent set forth in this Section 3.1 have been met or waived;
(iv) certificates of status or good standing for each Loan Party in the jurisdiction in which each such Person is organized, which certificates shall be (A) dated as of a recent date or (B) otherwise effective on the Closing Date; and
(v) a legal opinion of (i) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, LLP as outside counsel to the Loan Parties, covering such matters of New York law, Delaware law and Texas law as the Administrative Agent shall reasonably request and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇ LLP as outside counsel to the Loan Parties, covering such matters of Louisiana law as the Administrative Agent shall reasonably request.
ANCILLARY DOCUMENTATION. To the extent available, the Administrative Agent shall have received the documents required to be delivered to the Administrative Agent pursuant to Section 4.3 hereof.
ANCILLARY DOCUMENTATION. The Client covenants to execute or procure the execution of the additional documentation specified in Part VI of the Schedule in the form stipulated by BNY
ANCILLARY DOCUMENTATION. 24.1 The Purchaser acknowledges that his attention has been drawn to the fact that there exists or shall exist a number of important and related agreements and documents in connection with the Association, which inter alia deal with the control and administration of the Estate and the architectural and building requirements for improvements on the Property, all of which will be binding upon the Purchaser as a member of the Association.
24.2 These documents include the following:
24.2.1 Constitution of the Homeowners Association;
24.2.2 The Architectural and Landscape Design Guidelines ;
24.2.3 The Association’s Estate Rules and Regulations.