Documents and Actions. The Purchaser shall have executed and delivered to the Company this Agreement and the Related Agreements and shall have taken the actions contemplated by Section 2.2.
Documents and Actions. Each of Acquired Companies shall have executed and delivered to Accessity this Agreement and the other agreements, documents and instruments and shall have taken the actions contemplated by Section 3.3 hereof.
Documents and Actions. Accessity shall have executed and delivered to the each of the Acquired Companies and each of the Owners the agreements, documents and instruments and shall have taken the actions contemplated by Section 3.2.
Documents and Actions. The Purchaser shall have executed and delivered to Sellers this Agreement and the Related Agreements and shall have taken the actions contemplated by Section 2.2.
Documents and Actions. Upon receipt of the Put Price or the Call Price, as the case may be, PNC NMIP shall execute and deliver such documents, assignments, instruments and other items, and shall take such other action, as shall be necessary or reasonably desirable to transfer and assign its Membership Interest to the Purchaser Notwithstanding anything in this Agreement to the contrary, in the event the Fund has exercised its Redemption Option or Interest Option pursuant to the Sub-CDE Agreement (as such terms are defined therein), the closing of the Put Option or Call Option (including, without limitation, the payment of the Put Price or purchase price for the Call Option, and the execution and delivery of any documents, assignment or instruments in connection with such transaction), as applicable, shall be deferred until the third (3rd) Business Day (as defined in the Sub-CDE Agreement) following the completion of all transfers and assignments in connection with, or otherwise necessary to effectuate, such Redemption Option or Interest Option transaction (it being the express intent of the parties that all benefits and burdens of ownership of the Membership Interest shall be borne by PNC NMIP until the such closing date). The assignment of the Membership Interest shall be without representation or warranty, except that PNC NMIP shall represent and warrant: (i) that it is the sole owner of the Membership Interest; (ii) that the Membership Interest is not subject to any charge, lien, pledge, or encumbrance of any kind; (iii) that PNC NMIP has not made, caused, or entered into any prior assignment or transfer of the Membership Interest or any portion thereof except under this Agreement;
Documents and Actions. As a condition to payment of the Put Price or the Call Price (as the case may be), the Fund Manager and the Investor Member shall execute and deliver such documents, assignments, instruments, and other items, in such form and content as shall reasonably be required by the Purchaser, and shall take such other actions as shall reasonably be necessary, to transfer and assign the Membership Interests to the Purchaser as provided herein. The assignment of the Membership Interests shall be without representation or warranty, except that the Fund Manager and the Investor Member each represent and warrant that it is the sole owner of its Membership Interest, that its Membership Interest, except with respect to pledge of the Membership Interest if required in accordance with the Purchaser’s loan to the Fund, is not subject to any charge, lien, pledge, or encumbrance of any kind, and that neither the Fund Manager nor the Investor Member has made, caused, or entered into any prior assignment or transfer of its Membership Interest or any portion thereof.
Documents and Actions. RELATING TO THE NEW FIVE YEAR CREDIT AGREEMENT AND NEW 364-DAY CREDIT AGREEMENT. A certificate of a Responsible Officer of Borrower certifying that there are no defaults in payment and performance of the New Five Year Credit Agreement and New 364-Day Credit Agreement in accordance with the terms and conditions thereof; and
Documents and Actions. The Company shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement, or other papers that may be necessary or desirable (in the reasonable judgment of the Secured Party) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce the rights of the Secured Party hereunder with respect to such pledge and security interest. Notwithstanding the foregoing, the Company hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (a) cove the Collateral and (b) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State of Delaware or any other State for the sufficiency or filing office acceptance of any financing statement or amendment. The Company agrees to furnish any such information to the Secured Party promptly upon request. The Company also ratifies its authorization for the Secured Party to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
Documents and Actions. At the Closing, each of the parties shall appropriately execute and deliver all such bills of sale, instruments of transfer, assignment and assumption, certificates and other instruments and documents and take all such other actions as are, or as may be necessary or required to consummate and give full effect to the transactions, provided for in this Agreement. Promptly following the Closing, Seller shall take all such steps as may be necessary or required to put Buyer in actual possession and operating control of the Acquired Assets.
Documents and Actions. The Company shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement, or other papers that may be necessary or desirable (in the reasonable judgment of the Secured Party) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce the rights of the Secured Party hereunder with respect to such pledge and security interest. Notwithstanding the foregoing, the Company hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (a) covers the Collateral (i) as all assets of the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State of Delaware or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State of Delaware or any other State for the sufficiency or filing office acceptance of any financing statement or amendment. The Company agrees to furnish any such information to the Secured Party promptly upon request. The Company also ratifies its authorization for the Secured Party to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
