Ancillary Transaction Documents definition

Ancillary Transaction Documents means the Escrow Agreement, Escrowed Shares Escrow Agreement, Supplemental Escrow Agreement, Non-Competition Agreements and Registration Rights Agreement;"
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Ancillary Transaction Documents means the Letters of Transmittal, the Escrow Agreement and the Payments Agreement.
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Ancillary Transaction Documents means the Restrictive Covenant Agreements, the Registration Rights and Lock-Up Agreement, Distribution Participation Award Settlement Agreements, Transition Services Agreement, Deferred Cash Consideration Note, Intercreditor Agreement, Deferred Cash Consideration Mortgage, Parent Guaranty and any other document, instrument, filing or record contemplated hereby or thereby.
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Examples of Ancillary Transaction Documents in a sentence

  • Xxxxx acknowledges that none of the Sellers or any other person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding ELFS and the Company Business, in each case except as expressly set forth in this Agreement and the Ancillary Transaction Documents, and all other representations and warranties are expressly disclaimed by Sellers.

  • This Agreement, including the Schedules and Exhibits hereto, the Ancillary Transaction Documents, and the other documents referred to herein and therein, constitute the entire agreement among the Parties and supersede any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

  • In connection with our representation of the Shareholders, we have assisted the Shareholders in connection with the preparation, execution and delivery of the Transaction Document and the Ancillary Transaction Documents and are familiar with the certain steps taken 155 by the Shareholders in connection therewith.

  • Except for the representations and warranties contained in this Article V, as qualified by the disclosure schedules, in the certificates delivered at Closing and any representations and warranties in the Ancillary Transaction Documents, (A) no Stockholder makes any express or implied representations or warranties, and (B) each Stockholder hereby disclaims any such representation or warranty with respect to the execution and delivery of this Agreement and the consummation of the Acquisition.

  • The adoption of this Agreement and the approval of the Merger by the Requisite Shareholder Approvals shall constitute approval by the Company Equityholders of the Ancillary Transaction Documents (including the Escrow Agreement) and of all of the arrangements relating thereto (including, among other things, the placement of the Indemnity Escrow Amount and the Adjustment Escrow Amount in escrow).

  • Notwithstanding the foregoing, the limitations on liability in this Section 9.2 shall not (A) apply to any Loss arising out of Section 9.2(a) in respect of Sections 6.1, 6.2 or 6.7, Section 9.2(b) through (f), or any fraudulent act committed by Buyer in connection with the transactions contemplated by this Agreement; or (B) operate as or be construed as limitations on Buyer’s obligation to pay the Purchase Price or liability under any of the Ancillary Transaction Documents.

  • If such Stockholder is not an individual, the execution, delivery of, and performance of its obligations under this Agreement by such Stockholder and the Ancillary Transaction Documents to which such Stockholder is a party and the consummation by such Stockholder of the Acquisition have been duly authorized by all necessary limited liability company, corporate and other actions.

  • Xxxxx acknowledges that, except for the representations and warranties contained in this Agreement and the Ancillary Transaction Documents, none of ELFS, or any Seller hereby makes any other express or implied representation or warranty hereunder with respect to ELFS or the transaction.

  • Each of Parent, Purchaser, Merger Sub 1 and Merger Sub 2 has the requisite power and authority to execute and deliver this Agreement and the Ancillary Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder.

  • The execution and delivery by each of Parent, Purchaser, Merger Sub 1 and Merger Sub 2 of this Agreement and each Ancillary Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action, and no other proceedings, approvals, or votes are necessary to authorize this Agreement or the Ancillary Transaction Documents or to consummate the Acquisition.


More Definitions of Ancillary Transaction Documents

Ancillary Transaction Documents means the Escrow Agreement, Escrowed Shares Escrow Agreement, Supplemental Escrow Agreement, Non- Competition Agreements and Registration Rights Agreement;"
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Ancillary Transaction Documents has the meaning specified in Schedule A.
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Ancillary Transaction Documents means (a) the Beneficiary Letters (b) the Purchase of Minority Interest Documentation; (c) the Collotype Labels International RSA Share Subscription; (d) the Completion Shares Allocation Certificate; (e) the Confirmation Statement; (f) the Intercompany Loan; (g) the Divestiture Plan; (h) the MD Divestiture Plan;
Sample 1

Related to Ancillary Transaction Documents

  • Other Transaction Documents means the Transaction Documents other than this Agreement.

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Acquisition Documents means the Acquisition Agreement, all other agreements to be entered into between the Target or its Affiliates and Holdings or its Affiliates in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.

  • Transaction Documents means this Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • Ancillary Document has the meaning assigned to it in Section 9.06(b).

  • Ancillary Agreements means the Xxxx of Sale and Assignment and Assumption Agreement, the Deeds, the Assignments of Leased Properties, the Assignments of Intellectual Property and any other instrument or agreement contemplated by this Agreement or the foregoing.

  • Buyer Documents has the meaning set forth in Section 5.2.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Purchaser Documents has the meaning set forth in Section 6.2.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer or an Affiliate of Buyer under this Agreement or in connection herewith, including the Escrow Agreement.

  • Seller Ancillary Documents means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate thereof in connection with the transactions contemplated hereby.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Reorganization Documents means the Reorganization Agreement, this Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Clear Secure Subscription Agreement and the MIP.

  • Formation Documents means, collectively, the Issuer LLC Agreement, the Issuer Certificate of Formation and any other document pursuant to which the Issuer is formed or governed, as each may be amended or supplemented from time to time.

  • Transaction Document means any agreement, document, certificate or instrument delivered pursuant to or in connection with this Agreement or the transactions contemplated hereby.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Purchase Documents The mortgage purchase agreements between Xxxxxxx Mac and its Mortgage sellers and servicers, which are the contracts that govern the purchase and servicing of Mortgages and which include, among other things, the Guide and any negotiated modifications, amendments or supplements to the Guide.

  • Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.

  • Seller Documents has the meaning set forth in Section 3.2.

  • Ancillary Agreement has the meaning set forth in the Separation Agreement.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Related Agreements shall have the meaning specified in the recitals to the Administration Agreement.

  • Permitted Securitization Documents means all documents and agreements evidencing, relating to or otherwise governing a Permitted Securitization Financing.

  • Constitutive Documents means the Trust Deed or such other documents as defined in the Regulations.