Agreements and Instruments. 35 11.4.3. Certified Resolutions................................35 11.4.4. Officers' Certificate................................35 11.4.5. Consents.............................................36 ARTICLE 12.
Agreements and Instruments. References to this Agreement or any other agreement or instrument shall be deemed references to such agreement or instrument as it may from time to time be amended, and shall be deemed to include reference to any schedules, exhibits or other materials incorporated into such agreement or instrument.
Agreements and Instruments except for such defaults that would not result in a Company Material Adverse Effect; the execution, delivery and performance of this Selling Agent Agreement, each Funding Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated in the Prospectus, the consummation of the transactions contemplated in the Prospectus (including the issuance and sale of the Notes and the use of the proceeds therefrom as described in the Prospectus) and the compliance by the Company with its obligations thereunder do not and will not constitute a breach, violation or default which (A) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or West Coast Life under, or (B) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Company or West Coast Life pursuant to, any Company Agreements and Instruments, nor will such action result in any violation of the provisions of the charter, articles or by-laws of the Company or West Coast Life or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or West Coast Life or any of their assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement(s) renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided that in the case of clause (A) of this paragraph (ix), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Company Material Adverse Effect and in the case of clause (B) of this paragraph (ix), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Company Material Adverse Effect.
Agreements and Instruments. 18 2.17 Material Contract Default; Contingent Liabilities........................................18 2.18
Agreements and Instruments. The following agreements and instruments:
(i) Amendment No. 1 to Shared Services Agreement;
(ii) the Assumption Agreement; and
(iii) such other instruments or documents as Seller may reasonably request in order to effect and document the transactions contemplated hereby.
Agreements and Instruments. 35 11.3.2. Consents........................................... 36 11.3.3. Certified Resolutions.............................. 36 11.3.4. Officers' Certificates............................. 36 11.3.5. Organizational Documents........................... 37 11.3.6. Releases........................................... 37 11.3.7. FIRPTA Certificate................................. 37 11.3.8. Title Insurance Documents.......................... 37 11.3.10.Domain Name Transfer............................... 37 11.3.11.
Agreements and Instruments. Except as set forth in Section 2.16 -------------------------- of Schedule I or as reflected in the audited Company consolidated financial statements as of September 30, 1997, neither the Company nor any Company Subsidiary is a party to (a) any material agreement, arrangement or commitment not made in the ordinary course of business, (b) any agreement, indenture or other instrument relating to the borrowing of money by the Company or any Company Subsidiary or the guarantee by the Company or any Company Subsidiary of any such obligation (other than Federal Home Loan Bank advances with a maturity of one year or less from the date hereof), (c) any agreements to make loans or for the provision, purchase or sale of goods, services or property between Company or any Company Subsidiary and any director or officer of Company or Savings, or any member of the immediate family or affiliate of any of the foregoing, (d) any agreements with or concerning any labor or employee organization to which Company or any Company Subsidiary is a party, (e) any agreements between Company or any Company Subsidiary and any five percent or more shareholder of Company, and (f) any agreements, directives, orders, or similar arrangements between or involving the Company or any Company Subsidiary and any state or federal savings institution regulatory authority.
Agreements and Instruments. The following agreements, documents and instruments duly executed by Buyer:
(a) the Assumption Agreement;
(b) the Note (or Notes), in the amounts and manner set forth in Section 2.4; and
(c) all other documents, instruments and certificates required to be delivered by Buyer pursuant to this Agreement or otherwise required, or reasonably requested by Seller in order to effectively make Buyer responsible for all Assumed Liabilities and to otherwise consummate the transaction contemplated herein and as otherwise contemplated by this Agreement.
Agreements and Instruments. The following bills of sale, statements, assignments and other instruments of transfer, dated as of the Closing Date, in form sufficient to transfer and convey to Buyer title (of the quality provided for in this Agreement) to the Assets:
(i) the Assignment of Leases; (ii) the Bill of Saxx; (iii) the Assignment of Licenses; (iv) the Assignment of Contracts; (v) the Deed; and (vi) such other instruments or documents as Buyer or Buyer's senior lender may reasonably request.
Agreements and Instruments. Except as set forth in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement or in Section 2.16 of its Disclosure Schedule and, in the case of Republic, except as otherwise contemplated by Section 3.14 hereof, neither it nor any of its Subsidiaries is a party to (a) any material agreement, arrangement or commitment not made in the ordinary course of business, (b) any agreement, indenture or other instrument relating to the borrowing of money by it or any of its Subsidiaries or the guarantee by it or of its Subsidiaries of any such obligation (other than (I) Federal Home Loan Bank advances with a maturity of one year or less from the date hereof and (II) in the case of Republic, its 6.75% Senior Debentures due January 15, 2001, its 6.95% Senior Debentures due January 15, 2003, and its 7.17% Senior Debentures due April 1, 2001), (c) any agreements to make loans or for the provision, purchase or sale of goods, services or property between it or any of its Subsidiaries and any director or officer of it or any of its Subsidiaries or any affiliate or member of the immediate family of any of the foregoing, (d) any agreements with or concerning any labor or employee organization to which it or any of its Subsidiaries is a party, (e) any agreements between it or any of its Subsidiaries and any 5% or more stockholder of it and (f) any agreements, directives, orders or similar arrangements between or involving it or any of its Subsidiaries and any state or regulatory authority.
