Documents and Actions. The Company shall have executed and delivered to the Purchaser this Agreement and the other Related Agreements and shall have taken the actions contemplated by Section 2.3 hereof.
Documents and Actions. Each of Acquired Companies shall have executed and delivered to Accessity this Agreement and the other agreements, documents and instruments and shall have taken the actions contemplated by Section 3.3 hereof.
Documents and Actions. Accessity shall have executed and delivered to the each of the Acquired Companies and each of the Owners the agreements, documents and instruments and shall have taken the actions contemplated by Section 3.2.
Documents and Actions. The Purchaser shall have executed and delivered to Sellers this Agreement and the Related Agreements and shall have taken the actions contemplated by Section 2.2.
Documents and Actions. As a condition to payment of the Put Price or the Call Price (as the case may be), the Fund Manager and the Investor Member shall execute and deliver such documents, assignments, instruments, and other items, in such form and content as shall reasonably be required by the Purchaser, and shall take such other actions as shall reasonably be necessary, to transfer and assign the Membership Interests to the Purchaser as provided herein. The assignment of the Membership Interests shall be without representation or warranty, except that the Fund Manager and the Investor Member each represent and warrant that it is the sole owner of its Membership Interest, that its Membership Interest, except with respect to pledge of the Membership Interest if required in accordance with the Purchaser’s loan to the Fund, is not subject to any charge, lien, pledge, or encumbrance of any kind, and that neither the Fund Manager nor the Investor Member has made, caused, or entered into any prior assignment or transfer of its Membership Interest or any portion thereof.
Documents and Actions. RELATING TO THE NEW FIVE YEAR CREDIT AGREEMENT AND NEW 364-DAY CREDIT AGREEMENT. A certificate of a Responsible Officer of Borrower certifying that there are no defaults in payment and performance of the New Five Year Credit Agreement and New 364-Day Credit Agreement in accordance with the terms and conditions thereof; and
Documents and Actions. The Xxxxxxxxxx Parties shall have executed and delivered to CTK this Agreement and the other agreements, documents and instruments and shall have taken the actions contemplated by Section 3.3.
Documents and Actions. CTK shall have executed and delivered to the Xxxxxxxxxx Parties agreements, documents and instruments and shall have taken the actions contemplated by Section 3.2.
Documents and Actions. Upon receipt of the Put Price or the Call Price, as the case may be, PNC NMIP shall execute and deliver such documents, assignments, instruments and other items, and shall take such other action, as shall be necessary or reasonably desirable to transfer and assign its Membership Interest to the Purchaser Notwithstanding anything in this Agreement to the contrary, in the event the Fund has exercised its Redemption Option or Interest Option pursuant to the Sub-CDE Agreement (as such terms are defined therein), the closing of the Put Option or Call Option (including, without limitation, the payment of the Put Price or purchase price for the Call Option, and the execution and delivery of any documents, assignment or instruments in connection with such transaction), as applicable, shall be deferred until the third (3rd) Business Day (as defined in the Sub-CDE Agreement) following the completion of all transfers and assignments in connection with, or otherwise necessary to effectuate, such Redemption Option or Interest Option transaction (it being the express intent of the parties that all benefits and burdens of ownership of the Membership Interest shall be borne by PNC NMIP until the such closing date). The assignment of the Membership Interest shall be without representation or warranty, except that PNC NMIP shall represent and warrant: (i) that it is the sole owner of the Membership Interest; (ii) that the Membership Interest is not subject to any charge, lien, pledge, or encumbrance of any kind; (iii) that PNC NMIP has not made, caused, or entered into any prior assignment or transfer of the Membership Interest or any portion thereof except under this Agreement;
Documents and Actions. As a condition to payment of the Put Price, Partner shall have paid to Purchaser the closing fee pursuant to Section 2(e) above and shall have delivered to Purchaser fully-executed (and notarized, if applicable) originals of that certain transfer document set forth on Exhibit B attached hereto and any such other documents, assignments, certificates, instruments and items, in such form and content as required by the Partnership Agreement or as may be otherwise reasonably required by Purchaser, and shall have taken such other actions as shall be necessary or appropriate to transfer and assign the Put Units to Purchaser. Partner shall represent and warrant to Purchaser that (i) Partner is the sole owner of the Put Units; (ii) the Put Units are not subject to any charge, lien, pledge, or encumbrance of any kind; (iii) Partner has not made, caused, or entered into any prior assignment or transfer of the Put Units or any portion thereof; (iv) Partner has full power and authority to exercise the Put and sell the Put Units pursuant to the terms hereof; (v) Partner has not made an assignment for the benefit of creditors, petitioned or applied to any tribunal for the appointment of a custodian, receiver, or trustee for it; (vi) Partner has not commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or any jurisdiction, whether now or hereafter in effect and Partner has not had any such petition or application filed or commenced against it, in which an adjudication or appointment has made or order for relief has been entered, or which petition, application or proceeding remains undismissed or unstayed; and (vii) Partner has not been the subject of any proceeding under which all or any portion of the Units or a substantial part of its other assets may be subject to seizure, forfeiture or divestiture.
