Assumption and Other Documents Sample Clauses

Assumption and Other Documents. To effect the sale and assumption referred to in Article 2, at the Closing, Parent and/or Buyer shall execute and deliver to Seller: (i) an instrument of assumption evidencing Buyer’s assumption, pursuant to Section 2.3, of the Assumed Liabilities (the “Assumption Document”); (ii) the Ancillary Agreements and the Loan Documents in the forms attached hereto as Exhibits 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(e); and (iii) such other instruments as shall be reasonably requested by Seller to evidence Buyer’s assumption of the Assumed Liabilities in accordance with the provisions hereof.
Sample 1
AutoNDA by SimpleDocs
Assumption and Other Documents. To effect the sale and assumption referred to in Article II, at the Closing, Buyer shall execute and deliver to Seller: (i) an instrument of assumption evidencing Buyer's assumption pursuant to Section 2.2 of the Assumed Liabilities; and (ii) such other instruments as shall be reasonably requested by Seller to evidence Buyer's assumption of the Assumed Liabilities in accordance with the provisions hereof.
Sample 1
Assumption and Other Documents. Purchaser shall have delivered to Sellers all documents reasonably necessary or required to effectively assume the Assumed Liabilities which shall be in form and substance reasonably satisfactory to Sellers. Purchasers and PGT shall have delivered or caused to be delivered such other documents, agreements, resolutions or certificates as are reasonably necessary or required to consummate the transactions contemplated by this Agreement.
Sample 1
Assumption and Other Documents. To effect the sale and assumption referred to in Article II, Buyer at the Closing shall execute and deliver to Seller and Partnership: (i) the Closing Payment; (ii) an instrument of assumption evidencing Buyer's assumption, pursuant to Section 2.2, of the Assumed Liabilities (the "Assumption Document"); (iii) one or more assumptions of Ground Leases and Personal Property Leases; (iv) one or more assumptions of Contracts; (v) the Ancillary Agreements; and (vi) all closing certificates, opinions of counsel and other documents required to be delivered by Buyer to Seller or Partnership at the Closing pursuant to this Agreement.
Sample 1
Assumption and Other Documents. At the Closing, Parent and Buyer shall execute (other than documents described in subclause (i) below that do not require execution) and deliver, as applicable, to Seller: (i) a certificate of status, compliance, good standing or like certificate with respect to Parent and Buyer issued by appropriate Government Official of the jurisdiction of its incorporation or organization, as applicable; (ii) instrument(s) of assumption evidencing assumption by Parent and/or Buyer of the Assumed Liabilities pursuant to Section 2.2; (iii) all Ancillary Agreements to which Parent or Buyer is a party, duly executed by Parent or Buyer, respectively; and (iv) such other instruments as shall be reasonably requested by Seller to effect the assumption by Parent or Buyer of the Assumed Liabilities in accordance with the provisions hereof.
Sample 1
Assumption and Other Documents. To effect the acquisition and assumption referred to in Section 2.2, at the Closing, TSR Wireless shall execute and deliver to TSR Paging: (i) an instrument of assumption evidencing TSR Wireless's assumption, pursuant to Section 2.2, of the TSR Paging Assumed Liabilities (the "TSR PAGING ASSUMPTION DOCUMENT"); (ii) the Ancillary Agreements, duly signed by TSR Wireless; and (iii) such other instruments as shall be reasonably requested by TSR Paging to evidence TSR Wireless's assumption of the Assumed Liabilities in accordance with this Agreement.
Sample 1
Assumption and Other Documents. To effect the acquisition and assumption referred to in Section 2.4, at the Closing, TSR Wireless shall execute and deliver to TDS or API and its Subsidiaries, as the case may be: (i) an instrument of assumption evidencing TSR Wireless's assumption, pursuant to Section 4, of the API Assumed Liabilities (the "API ASSUMPTION DOCUMENT"); (ii) the Ancillary Agreements duly signed by TSR Wireless; and (iii) such other instruments as shall be reasonably requested by TDS to evidence TSR Wireless's assumption of the API Assumed Liabilities in accordance with this Agreement.
Sample 1
AutoNDA by SimpleDocs

Related to Assumption and Other Documents

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Contracts and Other Agreements Section 3.8 of the Seller Disclosure Schedule sets forth a list of the following contracts and other agreements to which Seller is a party or by or to which Seller or Seller's assets or properties are bound or subject: (a) any agreement or series of related agreements requiring aggregate payments after the date hereof by or to Seller of more than $25,000; (b) any agreement with or for the benefit of any current or former officer, director, stockholder, employee or consultant of Seller; (c) any agreement with any labor union or association representing any employee of Seller; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation, renegotiation or redetermination clause or that obligates Seller to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (e) any agreement for (i) sale of any of the assets or properties of Seller, other than in the ordinary course of business or (ii) for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties other than stock option and warrant agreements or instruments listed in Section 3.3.2 of the Seller Disclosure Schedule or pursuant to subsection (b) of this Section 3.8; (f) any partnership or joint venture agreement; (g) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $25,000; (h) any agreement containing covenants of Seller not to compete in any line of business, in any geographic area or with any person or covenants of any other person not to compete with Seller or in any line of business of Seller; (i) any agreement granting or restricting the right of Seller to use any Intellectual Property (as defined hereinafter); (j) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (k) any agreement with any holder of securities of Seller as such (including, without limitation, any agreement containing an obligation to register any of such securities under any federal or state securities laws); (l) any agreement obligating Seller to deliver services or product enhancements or containing a "most favored nation" pricing clause; (m) any agreement relating to the acquisition by Seller of any operating business or the capital stock of any other person; (n) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commission or fees to employees in the ordinary course of business); (o) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; (p) any lease, sublease or other agreement under which Seller is lessor or lessee of any real property or equipment or other tangible property with respect to obligations in excess of $25,000; (q) Except for agreements to provide maintenance, upgrades, bug fixes, error corrections or similar work product that are ordinary and customary for the software industry and that are related to the Seller products which have been delivered as of the date hereof, any agreement that requires Seller to deliver, or undertake the development of, any new product, customized product, substantial upgrade, new version or similar work product where such delivery or development requires Seller to utilize substantial personnel or financial resources; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Seller Disclosure Schedule have been furnished to BEA. Each of such contracts is valid, subsisting, in full force and effect, binding upon Seller, and to the best knowledge of Seller, binding upon the other parties thereto in accordance with their terms, and Seller is not in default under any of them, nor, to the best knowledge of Seller, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both, would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the Seller.

  • Submission of Reports and Other Documents Service Provider shall submit all reports and other documents as and when specified in the Scope of Work. This information shall be subject to review by the City, and if found to be unacceptable, Service Provider shall correct and deliver to the City any deficient Work at Service Provider’s expense with all practical dispatch. Service Provider shall abide by the City’s determinations concerning acceptability of Work.

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Company obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against any Loan Party or any Subsidiary as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to any Loan Party or any Subsidiary that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; and (e) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Field Examination and Other Fees Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent, and (ii) the fees, charges or expenses paid or incurred by Agent if it elects to employ the services of one or more third Persons to appraise the Collateral, or any portion thereof.

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • Bills and Other Disbursements Upon receipt of Instructions, the Custodian shall pay, or cause to be paid, all bills, statements, or other obligations of a Fund.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!