Ancillary Closing Documents definition

Ancillary Closing Documents means, collectively, the Assignment and Assumption of Leases, the Assignment and Assumption of Operating Agreements, the General Assignment, and the Seller’s Certificate.
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Ancillary Closing Documents means each consent, amendment to agreement, certificate, instrument or other ancillary document expressly required by this Agreement, or as the Parties may agree is necessary or appropriate, in connection with the Transactions, other than the Post-Closing EJMMF-Related Documents.
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Examples of Ancillary Closing Documents in a sentence

  • If the Escrow Agent receives the notice referenced in clause (ii) of Section 2(a) prior to its receipt of the items referenced in clause (i) of Section 2(a), then the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the Purchaser, (ii) the Preferred Stock and Warrant to the Company and (iii) the Ancillary Closing Documents to the party that delivered the same.

  • While no actual cash purchase price shall be paid for the Passport Transfer, the mutual covenants provided herein have been acknowledged by the Parties as sufficient consideration for this Agreement, the Ancillary Closing Documents and the Transactions.

  • The Escrow Agent is willing to act as escrow agent pursuant to the terms of this Agreement with respect to the receipt and then delivery of the aggregate purchase price (as described in Section 1.1(a) of the Purchase Agreement) to be paid by the Purchasers for the Debentures and the Warrants (the "PURCHASE PRICE") and the receipt and then delivery of the Debentures and the Warrants, together with the Ancillary Closing Documents (as defined below) and the Purchase Price, the "CONSIDERATION").

  • The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the Purchasers, (ii) the Debentures and Warrants to the Company and (iii) the Ancillary Closing Documents to the party that delivered the same.

  • Each Party shall cooperate and take such actions as may be reasonably requested by any other Party in order to carry out the provisions and purposes of this Agreement and the Ancillary Closing Documents and to consummate the Transactions.

  • Each Party hereto acknowledges that such Party has been represented by counsel in connection with this Agreement, the Ancillary Closing Documents and the Transactions.

  • If the Escrow Agent receives the notice referenced in clause (ii) of Section 2(a) prior to its receipt of the items referenced in clause (i) of Section 2(a), then the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the Purchaser, (ii) the Debentures and Warrants to the Company and (iii) the Ancillary Closing Documents to the party that delivered the same.

  • The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the Purchasers, (ii) the Common Stock to the Company and (iii) the Ancillary Closing Documents to the party that delivered the same.

  • The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the Purchasers, (ii) the Debentures, Warrants and Escrow Shares to the Company and (iii) the Ancillary Closing Documents to the party that delivered the same.

  • For purposes of this Agreement and the Ancillary Closing Documents, ▇▇▇▇▇ and Buyer, and their respective Affiliates, shall not be considered “Affiliates” of Federated or Passport (pre-Closing), and Federated and Passport (pre-Closing), and their respective Affiliates, shall not be considered “Affiliates” or ▇▇▇▇▇ or Buyer, by virtue of EDJones’ and Federated’s Respective Ownership Interests in Passport (pre-Closing).