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. 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. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the parties hereto and Newco will execute and deliver the following agreements and instruments dated as of the Closing Date or a date prior thereto: (i) Seller and Purchaser and Seller and Newco will enter into the Purchaser Assumption Reinsurance Agreement and the Newco Assumption Reinsurance Agreement (each as defined below), respectively, providing, among other things, for the assumption by Purchaser and Newco of the Insurance Contracts (as defined below); (ii) Seller and Purchaser and Seller and Newco will enter into the Purchaser Indemnity Reinsurance Agreement and the Newco Indemnity Reinsurance Agreement (each as defined below), respectively, providing, among other things, for the indemnity reinsurance as of the Effective Date (as defined below) by Purchaser and Newco of the general account liabilities of Seller under the Insurance Contracts, pending assumption of such contracts by Purchaser and Newco on a novation basis; (iii) Seller and Purchaser will enter into the Administrative Services Agreement (as defined below), providing for the provision by Purchaser of certain administrative services on behalf of Seller with respect to the Insurance Contracts and the Seller Separate Account (as defined below) following the Closing Date; (iv) Seller and Purchaser will enter into the Transition Services Agreement (as defined below), providing for the provision by Seller of certain administrative services to Purchaser during a transition period following the Closing Date; (v) Seller will execute and deliver to Purchaser and Newco the Xxxx of Sale (as defined below); (vi) Seller, Purchaser and the Trustee (as defined below) and Seller, Newco and the Trustee, will enter into the Purchaser Trust Agreement and the Newco Trust Agreement (each as defined below), respectively, providing for trust accounts into which cash and Cash Equivalents (as defined below) will be transferred on the Closing Date by or at the direction of Seller; (vii) Seller and Purchaser and Seller and Newco, respectively, will enter into the General Assignment Agreements (as defined below) pursuant to which Seller will assign and Purchaser and Newco will assume the Assigned and Assumed Contracts (as defined below) and the Assignable Licensed Principally Used Software (as defined below); (viii) Seller and Purchaser will enter into the Coinsurance and Assumption Agreement (as defined below), prov...
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) 18 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
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. (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. The Borrower and each of its Subsidiaries shall comply with all of their respective obligations under any of the Documents following the Closing Date.
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 creditors’ rights 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. You expressly acknowledge and agree that you understand and agree to comply with and be bound by the Aventri “Terms of Service,” which form a legal contract governing your access, receipt, and use, as a Client, of the Services. The Terms of Service include the following: Master Services Agreement. This MSA contains the core legal and commercial terms that apply to all Aventri Services. Any reference to “Agreement” means this MSA, the Order Form and all other Terms of Service referenced or linked in the MSA and the Order Form. Order Form. Any time you, as a Client, subscribe to or otherwise purchase one or more of Aventri’s Services, you and Aventri will enter into a mutually-agreed Order Form. An Order Form details the specific Service(s) you will be receiving, applicable fees and payment schedules, duration of the Services, and other terms regarding the Services you are ordering. You are only permitted to use those Services listed on your then-current Order Form(s).
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.