Additional Deliverables Sample Clauses

Additional Deliverables. From time to time after the date hereof and without further consideration, the parties shall execute and deliver, or cause to be executed and delivered, to any other party such further instruments of sale, assignment, transfer and delivery, and take such other action as such other party may reasonably request in order to consummate the transactions contemplated hereby.

Additional Deliverables. Party A shall have received such additional information, agreements, instruments, documents and other materials from Party B, any Transaction Party or Par LLC, which Party A shall reasonably request.

Additional Deliverables. The Borrower will furnish to the Administrative Agent (and the Administrative Agent will furnish to each Lender) the following: (a) promptly and in any event at least twenty (20) days prior thereto (or such shorter period of time acceptable to the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral with a value in excess of $1,000,000 owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number, or (v) in any Loan Party’s jurisdiction of organization; (b) as soon as available and in any event within thirty (30) days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Parent or any of its Subsidiaries after the Restatement Date on any Real Property or that relate to any environmental liabilities of Parent or its Subsidiaries that, in any case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (c) as soon as practicable and in any event within ten (10) Business Days following Administrative Agent’s or any Xxxxxx’s request therefor after the Restatement Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act; and (d) as soon as practicable and in any event within five (5) Business Days following Administrative Agent’s or any Xxxxxx’s request therefor after the Restatement Date in connection with any Permitted Acquisition or change in ownership of any Loan Party, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Loan Party. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.

Additional Deliverables. The Lenders shall have received: (i) the following due diligence reports and related signed non-reliance letters: (a) the financial due diligence report prepared by Ernst & Young LLP; (b) the legal due diligence reports prepared by Xxxxxxxx & Xxxxxxxx LLP and Xxxxxxx & Xxxxxxx LLP; and (c) the industry due diligence report prepared by L.E.K. Consulting, in each case, in form and substance satisfactory to the Administrative Agent and provided on a non-reliance basis to the Lenders subject to the conditions set forth in the applicable non-reliance letter. (ii) for each Credit Party that is incorporated in England and Wales, evidence that such Credit Party has done all that is necessary to comply with sections 677 to 683 of the Companies Xxx 0000 in order to enable such Credit Party to enter into the Credit Documents and perform its obligations under the Credit Documents. (iii) a copy of the following, in each case in a form and substance reasonably satisfactory to the Administrative Agent: (a) the base case model relating to the Borrower and its subsidiaries pro forma the Acquisition; (b) a funds flow statement, which shall be deemed satisfactory to such Administrative Agent in the event it matches the funds flow structure contemplated by the Commitment Letter and any attachments thereto in all material respects; (c) a group structure chart reflecting the Borrower and its subsidiaries post-Acquisition; (d) a letter from the Authorized Agent, in form and substance satisfactory to the Administrative Agent, addressing such matters as contemplated by Section 10.15(c)(i); (e) a tax and structure memorandum prepared by Ernst & Young LLP. For purposes of determining whether the conditions specified in this Section 3.1 have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Lender shall be deemed to have consented to, approved or accepted or waived, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be.

Additional Deliverables. (a) The Holder shall have received the opinion of Xxxxxxxx Xxxxxxxx & Schole LLP, the Company’s counsel, dated as of the Final Closing Date, in the form attached hereto as Exhibit C. (b) The Company shall have delivered to the Holder a copy of revised Additional Transfer Agent Instructions, in the form acceptable to the Holder, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent and shall remain in full force and effect as of the Final Closing Date. (c) The Company shall have delivered to the Holder a certificate evidencing the Company’s good standing issued by the Secretary of State (or comparable office) of the State of Nevada and a certificate of existence from each jurisdiction in which the Company conducts business and is required to qualify to do business as a foreign corporation, as of a date within ten (10) days of the Final Closing Date. (d) The Company shall have delivered to the Holder a certified copy of the Articles of Incorporation as certified by the Nevada Secretary of State within ten (10) days of the Final Closing Date. (e) The Company shall have delivered to the Holder a certificate, in the form acceptable to the Holder, executed by the Secretary of the Company and dated as of the Final Closing Date, as to (i) the resolutions consistent with Section 6.1.2 below as adopted by the Company’s board of directors in a form reasonably acceptable to the Holder, (ii) the Articles of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Final Closing.

Additional Deliverables. The Borrower will furnish to the Administrative Agent (and the Administrative Agent will furnish to each Lender) the following: (a) promptly and in any event at least twenty (20) days prior thereto (or such shorter period of time acceptable to the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral with a value in excess of $1,000,000 owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number, or (v) in any Loan Party’s jurisdiction of organization; and (b) as soon as available and in any event within thirty (30) days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of the Loan Parties after the Closing Date on any Real Estate subsequently owned by the Loan Parties. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.

Additional Deliverables. Administrative Agent shall have received, in form and substance satisfactory to it, duly executed copies of each of the other closing deliverables described in the closing checklist attached as Exhibit H. Each Lender, by delivering its signature page to this Agreement, and funding its Loans on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved or accepted or to be satisfied with, each Credit Document and each other document required to be approved by, acceptable or satisfactory to any Agent, the Requisite Lenders or any other Lenders, as applicable, on the Closing Date.

Additional Deliverables. The Lenders shall have received: (i) for each Irish Domiciled Credit Party, evidence that such Irish Domiciled Credit Party has done all that is necessary to comply with sections 82 and 239 of the Companies Xxx 0000 of Ireland in order in order to enable such Irish Domiciled Credit Party to enter into the Credit Documents and perform its obligations under the Credit Documents; and (ii) a copy of a letter from CT Corporation System, in form and substance satisfactory to the Administrative Agent, addressing such matters as contemplated by Section 10.15(c). For purposes of determining whether the conditions specified in this Section 3.1 have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Lender shall be deemed to have consented to, approved or accepted or waived, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be.

Additional Deliverables. In connection with or in addition to the Deliverables, a TW Company may request Additional Deliverables from AOL. If AOL agrees to provide such Additional Deliverable, the Parties shall mutually agree upon and execute an additional Service Order. Such Service Order shall be executed by both Parties and attached as an Exhibit to this Agreement and shall be deemed to be incorporated herein by this reference.

Additional Deliverables. The Administrative Agent shall have received such other agreements, documents, certificates and opinions as set forth in the Annex A hereto.