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. 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. 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. 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. An Amended and Restated Investors’ Rights Agreement (the “Restated Investors’ Rights Agreement”) substantially in the form attached hereto as Exhibit B, a Series B Preferred Share Restriction Agreement (the “Series B Preferred Share Restriction Agreement”) substantially in the form attached hereto as Exhibit C, a Series B Preferred Right of First Refusal and Co-Sale Agreement (the “Series B Preferred 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 following Transaction Documents shall have been duly executed and delivered by the Parties:
(a) the Alabama Mortgage and UCC financing statements covering the Collateral identified on the Alabama Mortgage together with a customary mortgage enforceability and filing opinion from Alabama counsel;
(b) the Mississippi Mortgage and UCC financing statements covering the Collateral identified on the Mississippi Mortgage together with a customary mortgage enforceability and filing opinion from Alabama counsel;
(c) Amendment to the Louisiana Mortgage to account for Second Additional Prepayment Volumes;
(d) Any other ancillary documents, customary to transactions of this nature and as reasonably required by Buyer and Seller.
Additional Transaction Documents. (a) Between the date hereof and the Closing, Seller and Buyer shall prepare and finalize definitive versions of each Additional Transaction Document, which shall be in customary form and substance for agreements of such nature relating to real property (or, in the case of the equipment lease of the Battery Farm Equipment, relating to equipment of a similar nature) located in the Commonwealth (as shall be mutually agreed between Seller and Buyer, acting reasonably, and, with respect to any Additional Transaction to be filed or recorded, acceptable to the Title Company).
(b) For the purpose of this Agreement, an “Additional Transaction Document” means each of the following:
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.
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.
