The Transaction Documents Sample Clauses

The Transaction Documents. 6. Confirmation from Clifford Chance LLP as legal counsel to the Security Trustee that they have received, on behalf of the Security Trustee, a transaction legal opinion from Allen & Overy LLP. SCHEDULE 2 CALCULATION OF THE MANDATORY LIQUID ASSET COST
The Transaction Documents. The Company has all necessary power and authority to execute and deliver the Transaction Documents and to perform its obligations thereunder; each of the Transaction Documents has been duly authorized by the Company and, when executed and delivered by the Company, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.
The Transaction Documents. Each of the Obligors has all necessary power and authority to execute and deliver the Transaction Documents to which it is or will become a party and to perform its respective obligations thereunder. Each Transaction Document has been duly authorized by each of the Obligors party thereto and, when executed and delivered by the Obligors party thereto (assuming the due authorization, execution and delivery by the other parties thereto), each such Transaction Document, to the extent applicable, will constitute a legal, valid and binding agreement of the Obligors party thereto, enforceable against such Obligors in accordance with its terms, except as the enforceability hereof and 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 (clauses (i) and (ii) collectively, the “Enforceability Exceptions”).
The Transaction Documents. Prior to the Separation Time, each of U S WEST and New U S WEST shall enter into, or cause the appropriate members of the Group of which it is a member to enter into, the Transaction Documents.
The Transaction Documents. Each of the Issuer and the LLP undertakes that it will not:
The Transaction Documents. (a) The provisions of the Transaction Documents are effective to create in favor of the Lender a legal, valid and enforceable security interest in all right, title and interest of the Borrowers in the Collateral, subject to no other Liens other than Permitted Encumbrances. The recordation of the Trademark Security Agreement in the form attached hereto in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant hereto will create, as may be perfected by such filing and recordation, a perfected security interest granted to the Lender in the trademarks and patents covered by the Trademark Security Agreement.
The Transaction Documents. 2.4 Following receipt of the consent contemplated in paragraph 2.3 above, the Issuer intends amending the provisions of clause 11.8.2 of the Security Trust Deed by making that portion of clause 11.8.2 which starts with “the Company may redeem all” as sub-clause 11.8.2.1 and inserting a new clause 11.8.2.2 as follows-
The Transaction Documents. The Merger Agreement The following is a summary of the material provisions of the Merger Agreement, a copy of which is filed as an exhibit to the Schedule TO. The summary is qualified in its entirety by reference to the Merger Agreement, which is incorporated by reference herein. Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Merger Agreement.
The Transaction Documents. Each of the Company Parties has all necessary power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its respective obligations thereunder; each of the Transaction Documents has been duly authorized by the Company Parties, as the case may be, and, when executed and delivered by the Company Parties, as the case may be, will constitute a valid and binding agreement of the Company Parties, as the case may be, enforceable against the Company Parties, as the case may be, in accordance with its terms, except as such enforceability may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditorsrights and remedies; and the Indenture, when executed and delivered by the Company Parties will meet the requirements for qualification under the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”).