Certain Transaction Documents Sample Clauses

Certain Transaction Documents. In furtherance of the Separation, on the Distribution Date, GPC and SpinCo shall execute and deliver (or shall cause the applicable SpinCo Company to execute and deliver):
Certain Transaction Documents. The Borrower has delivered to the Agent a complete and correct copy, as of the Effective Date, of each Term Loan Document, each Lease Document and each License Agreement, including all schedules and exhibits thereto and all agreements, instruments or other documents evidencing or governing any Capital Stock or Indebtedness issued in connection therewith. Each Term Loan Document, Lease Document and License Agreement sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of each Term Loan Document, Lease Document and License Agreement has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Capital Stock or other Person required by law or by any applicable corporate or other organizational documents) on the part of each Company party thereto and to the best of the Companies' knowledge, each other Person party thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such execution, delivery and performance other than such as have been obtained on or prior to the Effective Date. Each Term Loan Document, each Lease Document and License Agreement is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms.
Certain Transaction Documents. In furtherance of the Separation, on the Distribution Date, Parent and Spinco shall execute and deliver (or shall cause the applicable Affiliated Transferor or Spinco Subsidiary to execute and deliver):
Certain Transaction Documents. The Borrower will not amend, modify, or supplement any provision of, or waive any other party’s compliance with any of the terms of the Clearwater Merger Agreement in any manner that: (a) requires the Borrower or any of its Subsidiaries to pay any additional consideration under the Clearwater Merger Agreement or otherwise imposes any financial obligation or burden on the Borrower of any of its Subsidiaries; (b) could reasonably be expected to result in a Material Adverse Occurrence; or (c) is materially adverse to the rights and benefits of the Bank under the Loan Documents.
Certain Transaction Documents. Each of the ----------------------------- Disentanglement Transaction Documents, each of the Services Agreements and the Transition Services Agreement, in form and substance reasonably satisfactory to the Buyer Entities, shall have been duly executed and delivered by the Akzo Nobel Entities party thereto and shall be in full force and effect.
Certain Transaction Documents. (A) the Other Transaction Documents executed prior to or simultaneously with this Agreement shall not have been amended, modified, supplemented, or provisions thereof waived, in violation of Section 4.14, (B) the Other Transaction Documents a form of which is attached to an Other Transaction Document executed prior to or simultaneously with this Agreement shall, at the time of execution thereof, be in all material respects in the form as so attached (and the documentation pursuant to which the Special Purpose Vehicle Term Sheet (as defined in the Sprint Purchase Agreement) shall give effect in all material respects to the terms set forth in such Term Sheet and be otherwise reasonably satisfactory to the Purchasers), and (C) the Purchasers shall be satisfied in their sole discretion with the form and substance of any other of the Other Transaction Documents to be prepared after the execution of this Agreement.
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Certain Transaction Documents. Each of the Buyers, Freedom, Sellers’ Representative and Sellers shall, on or prior to the Closing Date, execute and deliver each of the following Transaction Documents (to the extent such Person is shown as a party to any such Transaction Document) substantially in the form attached as Exhibit H with such changes therein, if any, as may be approved by Freedom, acting for itself and for the Buyers, and the Sellers’ Representative, acting for itself and each Seller:
Certain Transaction Documents. (a) Following the date of this Agreement and prior to the earlier of the Closing Date and the Termination Date, the Parties shall negotiate in good faith to agree upon definitive documents and agreements in respect of the Amended and Restated Certificates of Incorporation of NewCo and HoldCo, the Amended and Restated Bylaws of NewCo and HoldCo, and the Shareholders Agreement, reflecting the terms and conditions set forth on Exhibits A through B, as applicable, attached hereto and otherwise on terms and conditions mutually acceptable to the Parties.
Certain Transaction Documents. The Agent shall have received executed copies of this Agreement, the Notes, and the other Transaction Documents, including without limitation the following:
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