Key Documents Sample Clauses

Key Documents. Within five (5) days following the request from Purchaser, Seller will furnish to Purchaser true, correct and complete copies of all records, documentation and other information in its possession (or in the possession of Seller’s attorneys or other representatives) concerning the ownership, use, operation and condition of the Assets, including, but not limited to, the Permits, any title insurance policies, recorded title documents, title abstracts, title opinions, surveys, plans, engineering reports, soil tests, service contracts, legal opinions, environmental site assessments and similar items.

Key Documents. 3.1 The Partnership and, so far as the Seller is aware, APICO are not in default in any material respect under any of the Key Documents to which they are a party and no notice of default or of termination has been issued to the Partnership or, so far as the Seller is aware, to APICO in respect of any such default or termination. 3.2 The execution and consummation of this Agreement in the terms set out in this Agreement will not contravene the provisions of any of the Key Documents to which the Partnership is a party nor result in the forfeiture of any right, interest, title or entitlement held by the Partnership or, so far as the Seller is aware, by APICO under any of the Key Documents. 3.3 Neither the Partnership nor, so far as the Seller is aware, APICO is a party to any agreement (other than those of the Key Documents to which it is a party) or other undertaking which a purchaser for value of the Partnership Interest might reasonably consider to be material in its assessment of the acquisition of the Partnership Interest or the price to be paid therefor. 3.4 Save for those Key Documents which have been amended or superseded by another Key Document or have terminated in accordance with their terms, each of the Key Documents to which the Partnership is a party or, so far as the Seller is aware, to which APICO is a party is in full force and effect and valid and enforceable in accordance with its terms according to the law to which it is expressed to be governed, except as such enforcement may be limited by bankruptcy, insolvency, reorganisation, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity.

Key Documents. Transferor has furnished to Transferee the following information regarding Transferee's review of the Property: (a) current certified rent roll; (b) thirty-six months of operating statements for the Property; (c) All documentation relating to the Property and, to the best of Transferor's knowledge, all documentation required to be submitted to any governmental agency; (d) copies of any engineering, architectural, utilities, soils and asbestos reports; (e) list and copies of all permits held, and consents of governmental authorizations required to operate the Property; (f) form of tenant lease; (g) current Inspection Report prepared by Alexander Tudor Architect dat▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇998 (hereinafter "Inspector"); (h) copies of notes, mortgages and any other existing financing documents; (i) termite report; (j) all applicable organizational and governing documents for Transferor including partnership agreements, certificates of limited partnership, certificate of good standing, incumbency certificate, articles of organization, regulations and operating agreement (for an LLC); and (k) current environmental audits prepared by EnviroAssessment, Inc. dated February 13, 1998. The foregoing shall be collectively deemed the "Key Documents".

Key Documents. (a) Each Obligor shall (and shall procure that each of Tamboran B1, Tamboran B2 and SPCF will): 54 (i) enforce the Gas Sales Agreement and each APA Agreement to which it is a party and exercise its rights, authorities and discretions under the Gas Sales Agreement and those APA Agreements prudently where it is in its commercial best interests to do so (as determined by the Obligor, Tamboran B1, Tamboran B2 or SPCF (as applicable), acting reasonably); and (ii) use its best efforts to keep the Gas Sales Agreement and each APA Agreement to which it is a party valid and enforceable. (b) Except as provided in any Finance Document, no Obligor shall (and shall procure that none of Tamboran B1, Tamboran B2 or SPCF will): (i) materially amend or vary or consent to any material amendment or variation of an APA Agreement or the Gas Sales Agreement; (ii) amend or vary or consent to any amendment or variation of a Joint Document, where such amendment, variation or consent would be reasonably likely to decrease the value of the assets of the Obligors by $10,000,000 or more; (iii) avoid, release, surrender, terminate, rescind, discharge (other than by performance) or accept the termination, rescission or repudiation of an APA Agreement or the Gas Sales Agreement; (iv) expressly or impliedly waive, or extend or grant any time or indulgence in respect of, an APA Agreement where such waiver, extension or indulgence would be materially adverse to the interests of the Lender; or (v) consent to any assignment, transfer or novation by another party to an APA Agreement or the Gas Sales Agreement of any of that party's rights or obligations under that APA Agreement or the Gas Sales Agreement, without the prior written consent of the Lender. (c) Paragraph (b) shall not apply to any amendment, variation, consent, assignment, transfer or novation in connection with: (i) the accession by Falcon to any APA Agreement as contemplated in the APA Agreements and associated amendments related to anti-money laundering, counter-terrorism financing or sanctions; or (ii) any farm-down or similar arrangements entered into by an Obligor, Tamboran B1, Tamboran B2 or SPCF, provided that, for the avoidance of doubt, such arrangements do not result in a breach of any other provision of this Agreement (including Clause 19.7 (Disposals) and Clause 20.8 (Ownership of the Obligors, Tamboran B1, Tamboran B2 and the Pilot Project)). (d) Each Obligor shall (and shall procure that each of Tamboran B1, Tambora...

Key Documents. (i) Subject to (ii) below, unless approved in accordance with the Approval Regime and provided that such amendment would not have, or be likely to have, a material adverse effect on the interest of the Noteholders, the Issuer shall not, and shall ensure that each AssetCo Subsidiary shall not: (A) amend or vary any Key Document; (B) terminate, rescind or discharge (except by performance) any Key Document; or (C) assign any of its rights or novate any of its obligations under any Key Document. (ii) Prior to the repayment of the Notes in full, the Issuer and each AssetCo Affiliate shall not amend any Cash Management Agreement Fundamental Provisions under the Cash Management Agreement unless such amendment (i) is approved by the requisite proportion of Noteholders of each series of Notes outstanding as a Reserved Matter, (ii) is made to correct a manifest error or (iii) is a minor or technical in nature and necessary to enable operation of, and payments from, the Collection Accounts in accordance with the ordinary operations of the AssetCo Group, and, provided that in no circumstances, shall this limb (iii) permit or be construed to permit any amendments to the Cash Management Agreement which would enable or permit the payment from any Collection Account of any additional amount not expressly permitted to be paid from those accounts as at the Issue Date. The foregoing shall not limit in any way the Issuer’s right under Clause 11.7(b), including the ability to make any amendment to any Cash Management Agreement Fundamental Provisions to the extent that amendment is part of a Jamalco Reorganisation. (iii) Unless approved in accordance with the Approval Regime, the Issuer shall not, and shall ensure that NRIPL shall not (other than to the Issuer) assign any of its rights or novate any of its obligations under any On-Sale Agreement. (iv) Notwithstanding the above, the GAJ Offtake Agreement and the CAP Offtake Agreement may be amended by AssetCo and NRIPL (or NRIPL and CAP, as applicable) from time to time to account for cargo payment and delivery terms (either on an individual or series of deliveries basis) and provided (1) such amendment would not have, or be likely to have, a material adverse effect on the interest of the Noteholders and (2) such amendment (and the consequences thereof) is not in breach of any conditions set under the Approval Regime.

Key Documents. Seller has furnished to Buyer the following information regarding Buyer's review of the Property: (a) current certified rent roll; (b) thirty-six months of operating statements for the Property; (c) All Prospectuses for the Property in the forms approved by the Division of Florida Land Sales, Condominiums and Mobile Homes of the Department of Business and Professional Regulation; (d) copies of any engineering, architectural, utilities, soils and asbestos reports; (e) list and copies of all permits held, and consents of governmental authorizations required to operate the Property; (f) form of tenant lease (attached to Prospectus); (g) current Inspection Report prepared by Alexander Tudor, Architect; (▇) copies of notes, mortgages and any other existing financing documents; (i) termite report; (j) all applicable organizational and governing documents for Seller including partnership agreements, certificates of limited partnership, certificate of good standing, incumbency certificate, articles of organization, regulations and operating agreement (for an LLC); (k) current environmental audits prepared by EnviroAssessments, Inc.; and (l) summary letter from the Division of Florida Land Sales, Condominiums and Mobile Homes of the Department of Business and Professional Regulation regarding the Prospectus for the Property. The foregoing shall be collectively deemed the "Key Documents".

Key Documents. Key Documents listed in Appendix A will form part of this contract. The parties agree to comply with the Key Documents, including any future revisions. In the case of a conflict between the Terms and Conditions and any Appendices or any of the Key Documents in them then the Terms and Conditions shall prevail.

Key Documents. (a) Each Obligor shall procure that Tamboran B2 will enforce each Key Document to which it is a party and exercise its rights, authorities and discretions under the each Key Document prudently where it is in its commercial best interests to do so (as determined by the Obligor or Tamboran B2, acting reasonably): (b) Except as provided in any Finance Document, each Obligor shall procure that Tamboran B2 does not: (i) amend or vary or consent to any amendment or variation of a Key Document; (ii) expressly or impliedly waive, or extend or grant any time or indulgence in respect of, a Key Document; or (iii) consent to any assignment, transfer or novation by another party to a Key Document of any of that party's rights or obligations under that Key Document, to the extent that such action is reasonably likely to have a Material Adverse Effect, without the prior written consent of the Agent. (c) Paragraph (b) shall not apply to any amendment, variation, consent, assignment, transfer or novation in connection with: (i) the accession by Falcon to any Key Document as contemplated in the relevant Key Document and associated amendments related to anti-money laundering, counter-terrorism financing or sanctions; or (ii) any farm-down or similar arrangements entered into by Tamboran B2.

Key Documents. The Service Provider will be provided with the following background materials: • Support to Uganda’s Response on Gender Equality – Redacted Business Case • SURGE Log Frame • PFM Act • Gender and Equity in PFM Task Force ToR • Guidelines for gender and equity clauses in PFM (developed in August 2015)