Certain Transaction Documents Sample Clauses

Certain Transaction Documents. In furtherance of the Separation, on the Distribution Date, GPC and SpinCo shall execute and deliver (or shall cause the applicable SpinCo Company to execute and deliver): (a) the Transition Services Agreement; (b) the Supply Chain Transition Services Agreement; (c) the Leases; (d) any ▇▇▇▇ of Sale reasonably necessary to effect the Transfer of the Transferred Assets; and (e) such other agreements, assignments, leases, subleases, documents or instruments as the Parties agree are necessary or desirable to achieve the purposes set forth in the Transaction Documents.

Certain Transaction Documents. In furtherance of the Separation, on the Distribution Date, Parent and Spinco shall execute and deliver (or shall cause the applicable Affiliated Transferor or Spinco Subsidiary to execute and deliver): (a) one or more Assignment and Assumption Agreements—Parent to Spinco; (b) one or more Assignment and Assumption Agreements—Spinco to Parent; (c) the Transition Services Agreement—Parent to Spinco; (d) the Transition Services Agreement—Spinco to Parent; (e) the Supply Agreement—Parent to Spinco; (f) the Supply Agreement—Spinco to Parent; (g) the Intellectual Property Matters Agreement; (h) the Subcontract Pending Novation—Parent to Spinco; (i) the Subcontract Pending Novation—Spinco to Parent; (j) the Shared Contracts Agreement—Shared Contracts (Parent Companies); (k) the Shared Contracts Agreement—Shared Contracts (Spinco Companies); (l) an Assignment and Assumption of Lease Agreement in respect of each lease agreement for the Transferred Leased Real Property; (m) subleases to Spinco (or certain Spinco Companies) in respect of each of the Subleased Premises on the terms and conditions contemplated by the Sublease Term Sheets; (n) leases to Spinco (or certain Spinco Companies) in respect of each of the Leased Premises on the terms and conditions contemplated by the Lease Term Sheets; (o) licenses to Spinco (or certain Spinco Companies) in respect of the Licensed Premises on the terms and conditions contemplated by the Licensed Premises Term Sheets; (p) leases to Parent (or certain Parent Companies) in respect of certain Spinco Owned Real Property on the terms and conditions contemplated by the Leaseback Term Sheets; and (q) such other agreements, assignments, leases, subleases, documents or instruments as the Parties agree are necessary or desirable to achieve the purposes set forth in the Transaction Documents.

Certain Transaction Documents. The Borrower will not amend, modify, or supplement any provision of, or waive any other party’s compliance with any of the terms of the Clearwater Merger Agreement in any manner that: (a) requires the Borrower or any of its Subsidiaries to pay any additional consideration under the Clearwater Merger Agreement or otherwise imposes any financial obligation or burden on the Borrower of any of its Subsidiaries; (b) could reasonably be expected to result in a Material Adverse Occurrence; or (c) is materially adverse to the rights and benefits of the Bank under the Loan Documents.

Certain Transaction Documents. Each of the ----------------------------- Disentanglement Transaction Documents, each of the Services Agreements and the Transition Services Agreement, in form and substance reasonably satisfactory to the Akzo Nobel Entities, shall have been duly executed and delivered by the Company Entities party thereto and shall be in full force and effect.

Certain Transaction Documents. The Borrowers have delivered to the Agent a complete and correct copy, as of the Effective Date, of each Term Loan Document, each Lease Document and the License Agreement, including all schedules and exhibits thereto and all agreements, instruments or other documents evidencing or governing any Capital Stock DOC ID - 18336046.11 or Indebtedness issued in connection therewith. Each Term Loan Document, Lease Document and License Agreement sets 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. The execution, delivery and performance of each Term Loan Document, Lease Document and License Agreement has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Capital Stock or other Person required by law or by any applicable corporate or other organizational documents) on the part of each Company party thereto and to the best of the Companies' knowledge, each other Person party thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such execution, delivery and performance other than those obtained on or prior to the Effective Date (other than filings and other actions not required to be made or taken as of the Effective Date). As of the Effective Date, each Lease Document and License Agreement is, and as of the Drop Down Date, each Drop Down Term Loan Document is, the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms.

Certain Transaction Documents. (A) the Other Transaction Documents executed prior to or simultaneously with this Agreement shall not have been amended, modified, supplemented, or provisions thereof waived, in violation of SECTION 4.14, (b) the Other Transaction Documents a form of which is attached to an Other Transaction Document executed prior to or simultaneously with this Agreement shall, at the time of execution thereof, be in all material respects in the form as so attached (and the documentation pursuant to which the Special Purpose Vehicle Term Sheet (as defined in the Sprint Purchase Agreement) shall give effect in all material respects to the terms set forth in such Term Sheet and be otherwise reasonably satisfactory to the Purchasers), and (C) the Purchasers shall be satisfied in their sole discretion with the form and substance of any other of the Other Transaction Documents to be prepared after the execution of this Agreement.

Certain Transaction Documents. Promptly following the execution of this Agreement, the Parties shall, as promptly as practicable following the date hereof, prepare in good faith and agree (in any event within sixty (60) days after the date hereof) upon forms of definitive agreements (including all material schedules and exhibits thereto) for (a) the Transition Services Agreement, with such definitive terms and conditions thereof to be consistent with the general terms and principles set forth on Exhibit D and (b) the ICT Access Agreement, with such definitive terms and conditions thereof to be consistent with the general terms and principles set forth on Exhibit J. In the event the Parties are unable to reach agreement on the Transition Services Agreement or ICT Access Agreement or any provisions or schedules or exhibits thereto within the time period set forth above, the open points shall be referred to one (1) member of senior management of Sellers, on the one hand, and one (1) member of senior management of Buyer, on the other hand. The executives will meet (by telephone or in person) during the next ten (10) Business Days and attempt to resolve all remaining open issues.

Certain Transaction Documents. Promptly following the execution of this Agreement, Parent and Seller shall, as promptly as practicable following the date hereof, prepare in good faith and agree upon the schedules to the Transition Services Agreement; provided, however, that Parent and Seller acknowledge and agree that the final schedules to the Transition Services Agreement will reflect the following key principles: (a) the scope of Services (as defined in the Transition Services Agreement) shall only include services historically provided by Seller to the Company in the preceding twelve (12) months; (b) each Fee (as defined in the Transition Services Agreement) shall not include a ▇▇▇▇-up or margin in addition to Seller’s cost for the provision of the applicable Service during the initial Services Period (as defined in the Transition Services Agreement) for a particular Service; (c) the schedules shall list the Services Period (as defined in the Transition Services Agreement) for each Service, which shall not exceed nine (9) months. Prior to the Closing, Seller shall use its reasonable best efforts to allow the employees of the Acquired Companies currently receiving health care benefits under the insurance policy issued by Anthem, Inc. or one of its affiliates that was issued to Seller or one of its Affiliates (and their dependents) to continue to receive benefits under such policy, at the sole cost and expense of the Company, its Affiliates or their respective employees, until December 31, 2021. Promptly following the execution of this Agreement, Parent and Seller shall, as promptly as practicable following the date hereof, prepare in good faith and agree upon the Escrow Agreement.

Certain Transaction Documents. (a) The Parties shall execute and deliver the following documents, which will be entered into in connection with the Closing: (i) in connection with the Fronted Automobile Business, a novation agreement, in substantially the form attached hereto as Exhibit C (the “Fronted Automobile Business Novation Agreement”), providing for the assumption by AutoOne of the applicable Insurance Contracts, the transfer of 100% of the unearned premium reserves, the loss reserves and premiums payable to AutoOne, and the release of the Company from all past and future obligations under the applicable Insurance Contracts, and (ii) in connection with the Fronted Homeowners Business, a novation agreement, in substantially the form attached hereto as Exhibit D (the “Fronted Homeowners Business Novation Agreement”), providing for the assumption by the Company of the applicable Insurance Contracts, the transfer to the Company of 100% of the unearned premium reserves, the loss reserves and premiums payable, and the release of Maidstone from all past and future obligations under the applicable Insurance Contracts. Promptly after the date of this Agreement, the Parties shall negotiate the terms of the Sublease in good faith and on terms mutually acceptable to Purchaser and Seller and shall execute and deliver the same in connection with the Closing. Such Sublease shall provide for (i) rent from Purchaser determined based the monthly rent then in effect prorated based on the area on a square footage basis to be used by Purchaser and (ii) in the event that Seller negotiates with landlord alternative premises, the right of Seller to terminate the Sublease if Purchaser is unwilling to accept such alternative premises and the costs and expenses associated with Purchaser’s move thereto; provided, however, that Seller shall provide Purchaser with sixty (60) days prior notice of such termination.