ADDITIONAL FORMALITIES Sample Clauses

ADDITIONAL FORMALITIES. On each occasion that a Security Document is entered into pursuant to Clause 17.2 (Further Security), there shall be delivered to the Facility Agent with the original Security Document certified copies of the documents listed in paragraph 1 of Schedule 3 in respect of the relevant Group Company which executes that Security Document, each to be in a form satisfactory to the Facility Agent (acting reasonably), together with evidence that any necessary and available financial assistance procedures have been complied with and together with such legal opinions as the Facility Agent may reasonably require (it being acknowledged that such opinion will, where applicable, contain customary qualifications for the jurisdiction in question as to the granting of such security in the circumstances, and over the assets, in question).
Sample 1
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ADDITIONAL FORMALITIES. 16.1 Welltower hereby advises Xx Xxxxxx to consult with an attorney licensed to practice law in one or more jurisdictions in the United States of America of his choosing prior to signing this Agreement. Xx Xxxxxx understands and agrees that he has the right and has been given the opportunity to review this Agreement with such an attorney. Xx Xxxxxx acknowledges and agrees that the payments and benefits provided by Welltower under the terms of the Programs are sufficient consideration to require him to comply with his obligations under this Agreement. Xx Xxxxxx represents that he has read this Agreement and understands its terms and that he enters into this Agreement freely, voluntarily, and without coercion. Except as otherwise provided in Clause 16.2, XX XXXXXX, FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST EACH AND EVERY WELLTOWER RELEASED PARTY AS OF THE DATE OF EXECUTION OF THIS AGREEMENT. 16.2 Xx Xxxxxx acknowledges and agrees that: (a) He has been given at least twenty-one (21) days during which to review and consider the provisions of this Agreement, although he may at his discretion, knowingly and voluntarily, sign and return the Agreement at any earlier time, but Xx Xxxxxx may not sign and return the Agreement until on or after his or her last day of employment with Welltower; ; (b) modification of this Agreement does not restart this twenty-one (21)-day consideration period; (c) Xx Xxxxxx is waiving rights or claims which may be waived by law in exchange for consideration that is not otherwise due him, including claims and rights under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), and as otherwise described in this Agreement; (d) rights or claims that may arise after the date this Agreement is executed, including those arising under the ADEA, are not waived by this Agreement; (e) at any time within seven (7) days after signing this Agreement, Xx Xxxxxx may revoke this Agreement; and (f) this Agreement is not enforceable until the revocation period has passed without a revocation. 16.3 To revoke this Agreement, Xx Xxxxxx must send a written statement of revocation delivered by certified mail and email to Welltower Inc., Attn: General Counsel, 0000 Xxxx Xxxxxx, Toledo, OH 43615, Email: XXxXxxxx@xxxxxxxxx.xxx . This revocation must be received no later than the seventh (7th) day following Xx Xxxxxx’x execution o...
Sample 1
ADDITIONAL FORMALITIES. Notwithstanding the provisions of Clause 4.3, each of the Sellers and the Management Company expressly agree and acknowledge that the assignment of Eligible Receivables from Sellers to the FCC, in compliance with this Clause 4, may not be enforceable against certain Debtors until notice of the sale of such Eligible Receivables has been given to the relevant Debtor in accordance with the law governing the Eligible Receivables (other than French law) or the law of the country where such Debtors are located (other than French law). However, the Management Company (or, as the case may be, the Back-Up Servicer) may, at all times, inform the relevant Seller that it believes appropriate to make, carry out or comply with such notifications, filings, acts, registrations and other formalities, as may, in the reasonable opinion of the Management Company (or, as the case may be, the Back-Up Servicer), be required to ensure that the assignment of the Eligible Receivables becomes enforceable against the corresponding Debtors, subject always to the provisions of Clause 8.
Sample 1
ADDITIONAL FORMALITIES. 8 4.5 NO FORMALITIES IN RELATION TO ANCILLARY RIGHTS..............................................8 4.6
Sample 1

Related to ADDITIONAL FORMALITIES

  • Additional Filings Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with the next sentence, the Company will file the Final Prospectus, in a form approved by the Representatives, with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the Representatives, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Time of the Initial Registration Statement. The Company will advise the Representatives promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence to the Representatives of such timely filing. If an Additional Registration Statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of the execution and delivery of this Agreement, the Company will file the additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time the Final Prospectus is finalized and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by the Representatives.

  • Additional Endorsements The Auto and Commercial General Liability Policies shall name the Texas A&M University System Board of Regents for and on behalf of The Texas A&M University System as additional insured’s.

  • Network Upgrades and Distribution Upgrades The Participating TO shall design, procure, construct, install, and own the Network Upgrades and Distribution Upgrades described in Appendix A. The Interconnection Customer shall be responsible for all costs related to Distribution Upgrades. Unless the Participating TO elects to fund the capital for the Distribution Upgrades and Network Upgrades, they shall be solely funded by the Interconnection Customer.

  • Additional Documentation Execute and deliver, or cause to be executed and delivered, any and all other agreements, instruments or documents which Lender may reasonably request in order to give effect to the transactions contemplated under this Loan Agreement and the other Loan Documents.

  • Additional Functions Upon receipt of Proper Instructions, the Custodian shall take all such other actions as specified in such Proper Instructions and as shall be reasonable or necessary with respect to Repurchase Agreement transactions and the Securities and funds transferred and received pursuant to such transactions, including, without limitation, all such actions as shall be prescribed in the event of a default under a Repurchase Agreement.

  • Delivery of Additional Documentation Required Borrower shall from time to time execute and deliver to Bank, at the request of Bank, all Negotiable Collateral, all financing statements and other documents that Bank may reasonably request, in form satisfactory to Bank, to perfect and continue perfected Bank's security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents.

  • Additional Equipment Additional Equipment may from time to time be added as the subject matter of this Agreement as agreed on by the parties. Any additional property will be added in an amendment describing the property, the monthly rental, security deposit, and stipulated loss value of the additional Equipment. All amendments must be in writing and signed by both parties. Other than by this amendment procedure, this Agreement may not be amended, modified, or altered in any manner except in writing signed by both parties.

  • Filings; Other Actions; Notification (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. (b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.

  • Registration and Indorsement It will ensure that all financial assets (other than cash) credited to the Collateral Account are registered in the name of the Financial Institution, indorsed to the Financial Institution or in blank or credited to another securities account maintained in the name of the Financial Institution and that no financial asset credited to the Collateral Account is registered in the name of the Grantor, payable to the order of the Grantor or specially indorsed to the Grantor unless it has been indorsed to the Financial Institution or in blank.

  • Available Relief for a Force Majeure Event 11.7.1 Subject to this Article 11: (a) no Party shall be in breach of its obligations pursuant to this Agreement except to the extent that the performance of its obligations was prevented, hindered or delayed due to a Force Majeure Event; (b) every Party shall be entitled to claim relief in relation to a Force Majeure Event in regard to its obligations, including but not limited to those specified under Article 4.5; (c) For avoidance of doubt, neither Party’s obligation to make payments of money due and payable prior to occurrence of Force Majeure events under this Agreement shall be suspended or excused due to the occurrence of a Force Majeure Event in respect of such Party. (d) Provided that no payments shall be made by either Party affected by a Force Majeure Event for the period of such event on account of its inability to perform its obligations due to such Force Majeure Event.

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