The Documents. (1) are the entire agreement and understanding between the parties on everything connected with the subject matter of the Documents; and
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, Seller and LLANY and CLIC and Purchaser will enter into the Purchaser Indemnity Reinsurance Agreement, the LLANY Indemnity Reinsurance Agreement and the CLIC 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 and CLIC under the Insurance Contracts (as defined below) and under any policies or contracts issued by Seller and CLIC following the Effective Date that would have constituted Insurance Contracts if issued by Seller prior to the Effective Date; (ii) Seller and Purchaser, Seller and LLANY and CLIC and Purchaser will enter into the Purchaser Administrative Services Agreement, the LLANY Administrative Services Agreement and the CLIC Administrative Services Agreement (each 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 CLIC and for the servicing of the Seller Separate Accounts (as defined below) business attributable to Seller and CLIC; (iii) 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; (iv) Seller, CLIC, Purchaser and LLANY will enter into the General Assignment and Assumption Agreement to provide for the assignment by Seller and CLIC of certain assets and the assumption by Purchaser and LLANY of certain non-insurance obligations relating to the Business; (v) Seller and CLIC will execute and deliver to Purchaser and LLANY all necessary instruments of transfer, including but not limited to the Bill of Sale (as defined bxxxx); and (vi) Seller, CLIC, Purchaser and LLANY will enter into the License Agreement (as defined belo...
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. (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. (a) The parties shall prepare in good faith one or more Contribution Agreements, a Partnership Agreement regarding USCO (the "USCO Agreement"), the Memorandum and Articles of and a Shareholders' Agreement regarding UKCO (collectively, the "UKCO Agreement" and, together with the USCO Agreement, the "Venture Agreements"), one or two Parent Services Agreements, the EMI Services Agreement, the DVD License Agreement, the Credit Facility, the Service Company Agreement and one or more TWI contracts (collectively and together with this Agreement, the "Documents").
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. (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. 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) Aircraft Sale Agreement Boeing 767-338ER msn 24146 VH-OGA Page 27 of 28 Confidential 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. 4.1 The Escrow Agent will receive and hold the Documents until it receives notice (upon which the Escrow Agent shall be entitled to rely without further inquiry and notwithstanding any matter or thing of which the Escrow Agent may otherwise be aware) from time to time from FIL to release the Documents to such persons designated by FIL and the Escrow Agent shall release the Documents in accordance with such instructions set out in the notice which shall be in the form set out in the Appendix hereto or such other form as may be determined by FIL in its discretion and such notice shall be signed by any director of FIL for and on behalf of FIL.
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:
