Additional Agreements and Documents. Depositor agrees to execute and deliver such other agreements and documents as Secured Party or Depository Bank may reasonably request, in form and substance reasonably satisfactory to Secured Party or Depository Bank, to carry out or to confirm the provisions of this Agreement.
Additional Agreements and Documents. The Borrower agrees to execute and deliver such other agreements and documents as the Agent or the Concentration Bank may reasonably request, in form and substance reasonably satisfactory to the Agent or Concentration Bank, to carry out or to confirm the provisions of this Agreement.
Additional Agreements and Documents. (a) Aladdin and Northwind agree that the following agreements are being or will be executed and delivered: (i) an Energy Service Agreement (as executed and as it may be amended, restated, modified, or supplemented and in effect from time to time, the "Energy Service Agreement") between Aladdin and Northwind pursuant to which Northwind shall provide to the Aladdin Project Services produced by the Plant and (ii) a Lease (as executed and as it may be amended, restated, modified, or supplemented and in effect from time to time, the "Northwind Lease") between Aladdin and Northwind for the lease to Northwind of the portion of the Aladdin Lands on which the Plant shall be constructed and operated.
(b) Aladdin and Northwind acknowledge that they intend to be parties, along with the Mall Owner and the Sound Asylum Owner, to a Reciprocal Easement Agreement, pursuant to which all such entities shall grant to each other easements with respect to their respective interests in the Aladdin Lands (such agreement, as executed and as it may be amended, restated, modified, or supplemented and in effect from time to time, being herein referred to as the "Reciprocal Easement Agreement"). Each of Northwind and Aladdin agrees that they shall use their best efforts to cause such agreement to be finalized, executed and delivered within one hundred (100) days following the date of execution of this Agreement.
Additional Agreements and Documents. Contemporaneous with the execution of this Agreement, the Parties have executed and/or delivered the following additional agreements:
10.1.1 An operation services agreement pursuant to which Hisun has agreed to perform certain services for Alpharma related to the continued operation of the Business in the form attached as Exhibit A hereto (the "Operation Services Agreement").
10.1.2 A lease agreement pursuant to which Alpharma has agreed to lease from Hisun the Leased Property in the form attached as Exhibit B hereto (the "Lease Agreement").
10.1.3 A guaranty of Alpharma's obligations under the Transaction Documents in the form attached hereto as Exhibit C ("Alpharma's Parent Guaranty").
10.1.4 Other documentation if requested by Alpharma to evidence Hisun's transfer of the Sale Assets to Alpharma.
Additional Agreements and Documents. In addition to the foregoing agreements, the parties shall execute and/or deliver the following agreements and/or documents concurrently herewith:
(i) Secretary's Certificate of the Seller, including copies of the Articles of Incorporation of Seller, Bylaws of Seller, and the resolutions of the directors and sole shareholder of Seller, authorizing and approving this Agreement and all other transactions and agreements contemplated hereby.
(ii) Secretary's Certificate of the Buyer, including copies of the Articles of Incorporation of Buyer, Bylaws of Buyer, and the resolutions of the directors and sole shareholder of Buyer, authorizing and approving this Agreement and all other transactions and agreements contemplated hereby.
(iii) Secretary's Certificate of Noble, including copies of the Articles of Incorporation of Noble, Bylaws of Noble, and the Resolutions of the directors of Noble, authorizing and approving this Agreement and all other transactions and agreements contemplated hereby to which Noble is or will be a party.
(iv) A Lease Agreement executed by Buyer and Ruthven Industries, Inc., a Michigan corporation, for the premises currently leased by Seller and where the Relevant Business is currently operated, in the form of the Lease which is attached hereto as Exhibit H.
(v) A Maintenance Agreement executed by Buyer and Utilase Systems, Inc., a Michigan corporation, for the maintenance of certain lasers being purchased by Buyer pursuant to this Agreement, in the form of the Maintenance Agreement which is attached hereto as Exhibit I.
Additional Agreements and Documents. At the Closing, the parties will execute and deliver the following:
Additional Agreements and Documents. 42 6.8 FIRPTA Compliance.................................................42
Additional Agreements and Documents. If Parent has not made the Cash Election, in addition to the agreements and documents referred to in Section 6.6 above, Parent and the Company shall have received the following additional agreements and documents, each of which shall be in full force and effect:
(a) Affiliate Agreements in the form of Exhibit C-1, executed by the Persons identified on Exhibit C-2 and by any other Person who could reasonably be deemed to be an "affiliate" of the Company for purposes of the Securities Act;
(b) a legal opinion of Xxxxxx Godward LLP (or, if Xxxxxx Godward LLP for any reason does not render such legal opinion, a legal opinion of Xxxxxxxxx & Xxxxxx PLLP dated as of the Closing Date, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, such counsel may rely upon the tax representation letters referred to in Section 5.9);
(c) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date, confirming that Parent may account for the Merger as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; and
(d) a letter from Xxxxxx Xxxxxxxx LLP, dated as of the Closing Date, confirming that no transaction entered into by the Acquired Corporations, and no other fact or circumstance relating to the Acquired Corporations, will prevent Parent from accounting for the Merger as a "pooling of interests" in accordance with generally accepted principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC.
Additional Agreements and Documents. 3.1 Simultaneously with the signature of this Agreement, the parties hereto shall execute the Shareholders' Agreement by and among the Company, the Original Shareholders as such is set forth and defined therein and the Purchaser (the "SHAREHOLDERS' AGREEMENT").
3.2 It is specifically clarified and agreed that if this Agreement shall be terminated, the Shareholders' Agreement and the Distribution Agreement dated September 6, 2005 between the Company and the Purchaser (the "DISTRIBUTION AGREEMENT") shall each be terminated automatically.
3.3 Upon the signature of this Agreement the Company shall deliver to the Purchaser the following documents:
3.3.1 Copy of a resolution of the Company's Board of Directors approving the signature and execution of this Agreement, the Shareholders' Agreement and the Distribution Agreement (collectively, the "TRANSACTION AGREEMENTS") and empowering Hanoch Kaftzan to sign all the Transaction Agreements in the name and on behalf of the Company.
Additional Agreements and Documents. On the Execution Date, (A) the Company shall deliver to each Purchaser: (1) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement") and (2) executed Transfer Agent Instructions, in the form of Exhibit D, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), (B) the Company will deliver to Kenilworth, LLC an executed Guaranty and Pledge Agreement, dated the date hereof, among the Company, Bazaar and Kenilworth LLC, in the form of Exhibit C (the "Pledge Agreement"), (C) each Purchaser shall deliver an executed Registration Rights Agreement and (D) Kenilworth, LLC will deliver an executed Pledge Agreement.
