Acquisition Documentation. On or prior to the Closing Date (subject to Section 3.1(f)), Optionor, the Members and Kite Realty shall acknowledge, execute, deliver and/file (as the case may be) the closing documentation described on Exhibit C hereto (the “Closing Documentation”). Optionor, the Members and Kite Realty shall thereafter additionally acknowledge, execute, deliver and/or file (as the case may be) any and all other documents, agreements or instruments reasonably necessary or appropriate to effectuate the acquisition, transfer and conveyance of the LLC Interest in accordance with the terms of this Agreement.
Acquisition Documentation. The Acquisition Documentation listed on Annex 25 to this Schedule 2 constitutes all of the material agreements, instruments and undertakings to which any of the Tensar Parties or any of the Subsidiaries is bound or by which any of their respective property or assets is bound or affected relating to, or arising out of, the Acquisition. None of such material agreements, instruments or undertakings has been amended, supplemented or otherwise modified, and all such material agreements, instruments and undertakings are in full force and effect. No party to any of the Acquisition Documentation is in default thereunder of a material provision as of the Effective Date and no party thereto has the right to terminate any of the material Acquisition Documentation.
Acquisition Documentation. On or prior to the Closing Date (subject to Section 3.1(f)) with respect to an Option Property, Optionor and USI shall acknowledge, execute, deliver and/or file (as the case may be) the closing documentation described on Annex A hereto (the “Closing Documentation”). Optionor and USI shall thereafter additionally acknowledge, execute, deliver and/or file (as the case may be) any and all other documents, agreements or instruments reasonably necessary or appropriate to effectuate the acquisition, transfer and conveyance of such Option Property in accordance with the terms of this Agreement.
Acquisition Documentation. The Acquisition is being consummated contemporaneously with the funding of the Loans hereunder in accordance with the terms of the Acquisition Documentation and applicable law. The Borrowers have delivered to the Administrative Agent true, complete and correct copies of the Acquisition Documentation (including all schedules, exhibits, annexes, amendments, supplements, modifications and all other documents delivered pursuant thereto or in connection therewith). The Acquisition Documentation as originally executed and delivered by the parties thereto has not been amended, waived, supplemented or modified in any material respect without the consent of each Administrative Agent. On the Effective Date and after giving effect to the consummation of the Transactions, none of the Loan Parties or any other party to any of the Acquisition Documentation is in default in the performance of or compliance with any provisions under the Acquisition Documentation. To the best of each Loan Party’s knowledge, none of the sellers’ representations or warranties in the Acquisition Documentation contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. Each of the representations and warranties given by each applicable Loan Party in the Acquisition Documentation is true and correct in all material respects. Notwithstanding anything contained in the Acquisition Documentation to the contrary, such representations and warranties of the Loan Parties are incorporated into this Agreement by this Section 3.20 and shall, solely for purposes of this Agreement and the benefit of Administrative Agent and Lenders, survive the consummation of the Acquisition.
Acquisition Documentation. The Borrower has delivered to the Agents a complete and correct copy of the Acquisition Documentation, including any amendments, supplements or modifications with respect thereto.
Acquisition Documentation. The Acquisition Documentation listed on Schedule 3.25 constitutes all of the material agreements, instruments and undertakings to which Holdings, the Borrower or any of the Subsidiaries is bound or by which any of their respective property or assets is bound or affected relating to, or arising out of, the Acquisition. As of the Closing Date, none of such material agreements, instruments or undertakings has been amended, supplemented or otherwise modified, and all such material agreements, instruments and undertakings are in full force and effect. No party to any of the Acquisition Documentation is in default thereunder as of the Closing Date and no party thereto has the right to terminate any of the Acquisition Documentation.
Acquisition Documentation. On the Closing Date, the Acquisition Documentation listed on Schedule 4.24 attached hereto constitute all of the material agreements, instruments and undertakings to which Holdings, the Borrower or any of its Subsidiaries is bound or by which such Person or any of its property or assets is bound or affected relating to, or arising out of, the Acquisition (including, without limitation, any agreements, instruments or undertakings assumed pursuant to the Acquisition Agreement). None of such material agreements, instruments or undertakings have been amended, supplemented or otherwise modified in any material respect, and as of the Closing Date all such material agreements, instruments and undertakings are in full force and effect. No party to any Acquisition Documentation is currently in default thereunder and no party thereto, or any other Person, has the right to terminate any Acquisition Documentation.
Acquisition Documentation. The Acquisition Documentation listed on Schedule 4.23 attached hereto constitute all of the material agreements, instruments and undertakings to which the Borrower or any of its Subsidiaries is bound or by which such Person or any of its property or assets is bound or affected relating to, or arising out of, the Acquisition (including, without limitation, any agreements, instruments or undertakings assumed pursuant to the Acquisition Agreement). None of such material agreements, instruments or undertakings have been amended, supplemented or otherwise modified, and all such material agreements, instruments and undertakings are in full force and effect. No party to any Acquisition Documentation is currently in default thereunder and no party thereto, or any other Person, has the right to terminate any Acquisition Documentation.
Acquisition Documentation. Parent and NeoGenomics shall pay, observe and perform all covenants and agreements required to be paid, observed and performed under the terms of the Acquisition Documentation, except where such non-compliance would not result in a default under such Acquisition Documentation.
Acquisition Documentation. The documentation listed on SCHEDULE 4.23 attached hereto constitute all of the material agreements, instruments and undertakings to which any Group Member is bound or by which such Person or any of its property or assets is bound or affected relating to, or arising out of, the Acquisition (including, without limitation, any agreements, instruments or undertakings assumed pursuant to the Acquisition Agreement and the schedules, exhibits, annexes and amendments thereto), in each case, as amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement (collectively, the "ACQUISITION DOCUMENTATION"). None of such material agreements, instruments or undertakings have been amended, supplemented or otherwise modified except, after the Closing Date, as permitted by Section 7.16, and all such material agreements, instruments and undertakings are in full force and effect. No party to any Acquisition Documentation is currently in default thereunder and no party thereto, or any other Person, has the right to terminate any Acquisition Documentation except in accordance with its terms.
