Additional Transaction Documents. Concurrent with the execution of this Agreement, the Parties shall enter into (or procure that their relevant Affiliates enter into) the Transaction Documents listed in Section 1 of Schedule 4 hereto, and at Closing, the Parties shall enter into (or procure that their relevant Affiliates enter into) the Transaction Documents listed in Section 2 of Schedule 4 hereto in the forms of Exhibits A through G attached hereto.
Additional Transaction Documents. Each of the Additional Transaction Documents has been duly authorized, executed and delivered by the Issuer and the CEMEX Transaction Parties which are a party thereto and, when duly executed and delivered in accordance with its terms by each of the other parties thereto, will constitute a valid and legally binding agreement of the Issuer and such CEMEX Transaction Parties enforceable against the Issuer and such CEMEX Transaction Parties, as applicable, in accordance with its terms, subject to the Enforceability Exceptions.
Additional Transaction Documents. The Initial Purchasers or their counsel shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Transactions.
Additional Transaction Documents. An Amended and Restated Investors’ Rights Agreement (the “Restated Investors’ Rights Agreement”) substantially in the form attached hereto as Exhibit B, a Series B Share Restriction Agreement (the “Series B Share Restriction Agreement”) substantially in the form attached hereto as Exhibit C, a Series B Right of First Refusal and Co-Sale Agreement (the “Series B Right of First Refusal and Co-Sale Agreement”) substantially in the form attached hereto as Exhibit D, a Management Rights Letter (the “Management Rights Letter”) substantially in the form of attached hereto as Exhibit E, shall have been duly executed and delivered by the parties thereto to the Investors, and each such agreement shall be in full force and effect.
Additional Transaction Documents. The Buyer or one of its Affiliates shall have delivered to the Seller duly executed versions of (i) the Mosinee Mill Lease, (ii) the Rhinelander Mill Lease, (iii) the Power Sales Agreement, (iv) the O&M Agreement and (v) the Escrow Agreement.”
Additional Transaction Documents. None. Notice to Underwriters: Notices to the Underwriters shall be directed to: Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: General Counsel Fax: 000-000-0000 Itau BBA USA Securities, Inc. 000 Xxxxx Xxxxxx, 00xx xxxxx Xxx Xxxx, XX 00000 Attention: Debt Capital Markets – Syndicate Desk and Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Debt Syndicate Desk with copy to Legal Department Underwriter Information: The first paragraph under the caption “Underwriting—Price Stabilization and Short Positions” in the Disclosure Package and the Final Prospectus. The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto. To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement – Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement – Basic Provisions. This Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, EMBRAER S.A. By: /s/ Xxxxxxxxx Xxxxxxxx Xxxxxx Curado Name: Xxxxxxxxx Xxxxxxxx Xxxxxx Curado Title: President and Chief Executive Officer By: /s/ Xxxx Xxxxxxx xx Xxxxxxx Filippo Name: Xxxx Xxxxxxx xx Xxxxxxx Xxxxxxx Title: Executive Vice-President and Chief Financial and Investor Relations Officer The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxxxx Authorized Signatory Xxxxxxx X. Xxxxxxx Managing Director Latin America Credit Markets By: Authorized Signatory For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. ITAU BBA USA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxx Authorized Signatory Xxxxxx Xxxxxxxxx, MD By: /s/ Xxxxx Xxxx Authorized Signatory Xxxxx Xxxx Chief Operational Officer For itself and on behalf of the several Un...
Additional Transaction Documents. Subject to the limitations set forth in Sections 6.D., Xxxxxxxxxxx Xxxxxxxxxxx and Xxxxxx Xxxxxxxxxxx must execute the Company’s standard non-disclosure, confidentiality and proprietary rights agreement, and such other forms as are ordinary and customary for employees or consultants, such as tax withholding forms. The parties must execute such instruments and documents as may be necessary or advisable to consummate the Asvan Transactions, including such additional instruments or documents as may be mutually agreed upon by the parties before, during and after the Closing.
Additional Transaction Documents. An Investors’ Rights Agreement (the “Investors’ Rights Agreement”) substantially in the form attached hereto as Exhibit E, a Share Restriction Agreement (the “Share Restriction Agreement”) substantially in the form attached hereto as Exhibit F, a Right of First Refusal and Co-Sale Agreement (the “Right of First Refusal and Co-Sale Agreement”) substantially in the form attached hereto as Exhibit G, a Management Rights Letter (the “Management Rights Letter”) substantially in the form of attached hereto as Exhibit H, shall have been duly executed and delivered by the parties thereto to Investors, and each such agreement shall be in full force and effect.
Additional Transaction Documents. As a part of the consideration for the Parties to enter into this Agreement and to undertake the Sale Transaction, the Parties agree that KEM and EMMR shall enter into the following agreements at the Closing:
(a) That certain Access and Joint Use Agreement and the easements and rights–of-way referenced therein in the form attached hereto as “Exhibit “U” (the “Access Agreement”); and
(b) That certain Water and Utilities Joint Use Agreement and any agreements referenced therein in the form attached hereto as Exhibit “V” (the “Utilities Agreement”).
(c) That certain Assignment and Assumption of Contracts in the form attached hereto as Exhibit “Z” (the “Assignment of Contracts”) by which KEM shall assign, and EMMR shall assume, all rights and obligations under the following Material Contracts (which Assignment of Contracts may contain consents to assignment by the appropriate counterparties):
(i) Settlement Agreement dated as of January 15, 2015, by and among Edison Construction, Inc., Xxxxxxxx Corporation and KEM.
Additional Transaction Documents. The following Transaction Documents shall have been duly executed and delivered by the Parties within 30 days of the Effective Date (unless otherwise specified below in this Section 4.1.13 or as the Buyer may agree in its discretion):
(a) the Louisiana Mortgage and UCC financing statements covering the Collateral identified on the Louisiana Mortgage together with updated title opinions reflecting Seller’s ownership interest in the Fields and that Seller’s interest in the Fields are free and clear of liens other than Permitted Liens as of a current date and together with a customary mortgage enforceability and filing opinion from Louisiana counsel;
(b) to the extent not previously executed and delivered, the Commercial Contract for the Fields listed on Schedule 1 as numbers 3 and 3.a (the “Delta House Commercial Contracts”) (and Commercial Contracts for all other Fields within 60 days of the Effective Date); provided that the failure of Seller to execute and deliver any of the Delta House Commercial Contracts on or before such 30 days or the Commercial Contracts that are not Delta House Commercial Contracts on or before such 60 days shall constitute an immediate Event of Default hereunder without the requirement of any notice or any other action and in addition to any other rights or remedies Buyer may have as a result thereof, Seller shall cause each person that is buying Crude Oil from any of the Fields from Seller to make all payments for any such Crude Oil to an account designated by Buyer, and Seller hereby grants a Lien and security interest on such account and all amounts in such account to secure Seller’s obligations hereunder;
(c) an Assignment or Assignments corresponding to each Commercial Contract delivered pursuant to (b) above, each within the timelines provided in (b) for the corresponding Commercial Contract together with an opinion of counsel for the Seller covering such Commercial Contract as to matters in the Seller’s opinion delivered pursuant to Section 4.1.2.;
(d) all required notices to the Final Buyers under the Final Commercial Contracts due to the Assignment;
(e) the appropriate Affiliates of Buyer and Seller shall have duly executed and delivered the TEN Marketing Agreement; and
(f) Any other ancillary documents, customary to transactions of this nature and as reasonably required by Buyer or Seller.
