The Documents Sample Clauses

The Documents. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below) the parties hereto will execute and deliver the following agreements and instruments dated as of the Closing Date (as defined below) or a date prior thereto: (i) Seller and Purchaser and Seller and LLANY will enter into the Purchaser Indemnity Reinsurance Agreement and the LLANY Indemnity Reinsurance Agreement (each as defined below), respectively, providing for, upon the terms and conditions and for the consideration set forth therein, the indemnity reinsurance as of the Effective Date (as defined below) by Purchaser and LLANY of the general account liabilities of Seller under the Insurance Contracts (as defined below) and under any policies or contracts issued by Seller following the Effective Date that would have constituted Insurance Contracts if issued by Seller prior to the Effective Date; (ii) Seller and Purchaser and Seller and LLANY will enter into the Purchaser Administrative Services Agreement (as defined below) and the LLANY Administrative Services Agreement (as defined below), respectively, providing for the servicing by Purchaser and LLANY of the reinsured books of business in the name of the Seller and for the servicing of the Seller Separate Accounts (as defined below) business attributable to Seller; (iii) CLIC and Purchaser will enter into the CLIC Separate Account Administration Agreement (as defined below) providing for the servicing by Purchaser of the Seller Separate Account business attributable to CLIC; (iv) Seller and Purchaser will enter into the Transition Services Agreement (as defined below), providing for the provision by Seller of any services to the Business (as defined below) currently provided by Seller or any Affiliate (as defined below) of Seller and requested by Purchaser as necessary to enable Purchaser to operate the Business and for the provision by Purchaser to Seller of certain services, for a period not to exceed 18 months after the Closing Date; (v) Seller and Purchaser will enter into the General Assignment and Assumption Agreement to provide for the assignment by Seller of certain assets and the assumption by Purchaser of certain non-insurance obligations relating to the Business; (vi) Seller will execute and deliver to Purchaser and LLANY all necessary instruments of transfer, including but not limited to the Bill xx Sale (as defined below); and (vii) Seller, Purchaser, and LLANY will enter into the License Agreem...
The Documents. Upon the terms and subject to the conditions of this Agreement, at the Closing, in order to effectuate the foregoing, the parties hereto will execute and deliver, or cause their respective subsidiaries to execute and deliver, as the case may be, the following agreements and instruments dated as of the Closing Date (as defined below) or a date prior thereto: (i) MONY and AUSA Life will enter into the Assumption Reinsurance Agreement (as defined below), providing, among other things, for the assumption by AUSA Life of all of the contracts of insurance of MONY which relate to or arise under the Business, (ii) MONY and AUSA Life will enter into the Indemnity Reinsurance Agreement (as defined below), providing, among other things, for the indemnity reinsurance of the general account liabilities of MONY under the contracts of insurance which are the subject of the Assumption Reinsurance Agreement, pending assumption of such contracts by AUSA Life on a novation basis, (iii) MONY and AUSA Life will enter into the Agreement Regarding Payments Made Relating to Assumption Reinsurance Agreement (as defined below), providing, among other things, for payments to be made by AUSA Life to MONY relating to the Assumption Reinsurance Agreement, (iv) MONY and AUSA Life will enter into the Agreement Regarding Payments Made Relating to Indemnity Reinsurance Agreement (as defined below) providing, among other things, for payments to be made by AUSA Life to MONY relating to the Indemnity Reinsurance Agreement, (v) MONY and Diversified (as defined below) will enter into the Transition and Computer Services Agreement (as defined below), providing, among other things, for MONY's provision of certain computer and ancillary services to Diversified during a transition period following the Closing Date, (vi) MONY and Diversified will enter into the Administrative Services Agreement (as defined below), providing, among other things, for the provision by Diversified of certain administrative services to MONY during a transition period following the Closing Date, (vii) the manager (as defined below) and AUSA Life will enter into the Investment Management Agreement (as defined below), providing, among other things, for the Manager's provision of investment management services to AUSA Life with respect to the Investment Assets (as defined
The Documents. (e) The Documents, when executed and delivered, will constitute legal, valid and binding obligations of Developer enforceable in accordance with their respective terms.
The Documents. (a) It has power to execute the Finance Documents to which it is a party and to exercise its Rights and perform its Duties under them; and it has obtained all necessary authorisations to do so.
The Documents. Borrower shall have furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders:
The Documents. (f) The legal opinion of Seller's counsel, Reinhart, Boerner, Van Deuren, Xxxxxx & Xxxxxxxxxx, s.c., dated as of the Closing Date in substantially the form of Exhibit C.
The Documents. 1. Signed certificate of a director of the Issuer dated 8th November, 2013 (the “Issuer’s Initial Certificate”) attaching, among other things, certified true, correct and up-to-date copies of:
The Documents. This Agreement has been duly and validly authorized, executed and delivered by the Company. The Deposit Agreement has been duly and validly authorized by the Company and when executed and delivered by the Company and the Depositary will constitute a legal, valid and binding agreement of the Company, enforceable in accordance with its terms against the Company, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditorsrights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought. The Documents conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus.
The Documents. 4. The Airframe, Engines, Parts and Documents are hereby accepted by the Purchaser without objection. Signed for and on behalf of ) [Purchaser] ) ) by its duly authorised representative ) in the presence of: ) Signature of witness Signature of authorised representative Name of witness (please print) Name of authorised representative (please print) Title of authorised representative (please print) Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. Execution Version Schedule 5 Guarantee Parent Guarantee
The Documents. The Parties anticipate that the Financial Closing will require the execution and delivery of the documents referenced in Schedules 3.01 and 3.02 (collectively the "Documents").