The Documents. (1) are the entire agreement and understanding between the parties on everything connected with the subject matter of the Documents; and
The Documents. Upon the terms and subject to the conditions of this Agreement, at the Closing, in order to effectuate the foregoing, the parties hereto will execute and deliver, or cause their respective subsidiaries to execute and deliver, as the case may be, the following agreements and instruments dated as of the Closing Date (as defined below) 18 or a date prior thereto: (i) MONY and AUSA Life will enter into the Assumption Reinsurance Agreement (as defined below), providing, among other things, for the assumption by AUSA Life of all of the contracts of insurance of MONY which relate to or arise under the Business, (ii) MONY and AUSA Life will enter into the Indemnity Reinsurance Agreement (as defined below), providing, among other things, for the indemnity reinsurance of the general account liabilities of MONY under the contracts of insurance which are the subject of the Assumption Reinsurance Agreement, pending assumption of such contracts by AUSA Life on a novation basis, (iii) MONY and AUSA Life will enter into the Agreement Regarding Payments Made Relating to Assumption Reinsurance Agreement (as defined below), providing, among other things, for payments to be made by AUSA Life to MONY relating to the Assumption Reinsurance Agreement, (iv) MONY and AUSA Life will enter into the Agreement Regarding Payments Made Relating to Indemnity Reinsurance Agreement (as defined below) providing, among other things, for payments to be made by AUSA Life to MONY relating to the Indemnity Reinsurance Agreement, (v) MONY and Diversified (as defined below) will enter into the Transition and Computer Services Agreement (as defined below), providing, among other things, for MONY's provision of certain computer and ancillary services to Diversified during a transition period following the Closing Date, (vi) MONY and Diversified will enter into the Administrative Services Agreement (as defined below), providing, among other things, for the provision by Diversified of certain administrative services to MONY during a transition period following the Closing Date, (vii) the manager (as defined below) and AUSA Life will enter into the Investment Management Agreement (as defined below), providing, among other things, for the Manager's provision of investment
The Documents. 4. The Airframe, Engines, Parts and Documents are hereby accepted by the Purchaser without objection. Signed for and on behalf of ) [Purchaser] ) ) by its duly authorised representative ) in the presence of: ) Signature of witness Signature of authorised representative Name of witness (please print) Name of authorised representative (please print) Title of authorised representative (please print) Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. Execution Version Schedule 5 Guarantee Parent Guarantee
The Documents. The Trust and ancillary documents produced by Heritage Living Trust/Heritage Estate Services (collectively, the ”Documents”) are listed on Exhibit A. Heritage Living Trust/Heritage Estate Services shall have the right, but not the obligation, to supplement and revise Exhibit A and/or the Documents from time to time.
The Documents. The Borrower and each of its Subsidiaries shall comply with all of their respective obligations under any of the Documents following the Closing Date.
The Documents. Each of the User Documents and Financing Documents copies of which have been delivered by PDS to Xxxxxx in accordance herewith: (i) are, true, correct, and complete copies of such Documents; and (ii) have been duly authorized, executed, delivered by PDS, and to the best of PDS's knowledge each of the other parties thereto, and constitute the valid, binding and enforceable obligations of PDS, and, to the best of PDS's knowledge, each of such parties. There are no amendments, extensions, or waivers of any of the terms or conditions of any of such Documents not reflected in the copies thereof delivered to Xxxxxx by PDS, nor are there any agreements between or among PDS and any of the other parties thereto relating to the Equipment, Future Equipment, the User Lease or any other lease of the Equipment, Future Equipment or interest therein. PDS is not in default under or with respect to any of its obligations under any of the User Documents or Financing Documents, nor does there exist with respect to PDS or any of such parties any circumstance of which PDS is aware which, with or without the giving of notice or the passage of time, or both, would constitute a default thereunder, and there is no action, suit or proceeding pending or, to the best of PDS's knowledge, threatened against PDS or, to the best of PDS's knowledge, any of such other parties, and no law or order, writ, injunction, decree, rule or regulation binding upon PDS, or to the best of PDS's knowledge, any other party to any Documents that brings into question the validity of, or might in any way impair, the execution, delivery and performance thereof. All consents and approvals from governmental authorities and third parties required for the execution, delivery or performance by PDS and any other party to the Documents have been obtained heretofore.
The Documents. (a) It has power to execute the Finance Documents to which it is a party and to exercise its Rights and perform its Duties under them; and it has obtained all necessary authorisations to do so.
The Documents. (f) The legal opinion of Seller's counsel, Reinhart, Boerner, Van Deuren, Xxxxxx & Xxxxxxxxxx, s.c., dated as of the Closing Date in substantially the form of Exhibit C.
The Documents. (e) The Documents, when executed and delivered, will constitute legal, valid and binding obligations of Developer enforceable in accordance with their respective terms.
The Documents. 4.1 The Escrow Agent will receive and hold the Documents until it receives notice (upon which the Escrow Agent shall be entitled to rely without further inquiry and notwithstanding any matter or thing of which the Escrow Agent may otherwise be aware) from time to time from FIL to release the Documents to such persons designated by FIL and the Escrow Agent shall release the Documents in accordance with such instructions set out in the notice which shall be in the form set out in the Appendix hereto or such other form as may be determined by FIL in its discretion and such notice shall be signed by any director of FIL for and on behalf of FIL.
