Certain Transaction Documents Sample Clauses

Certain Transaction Documents. An executed counterpart of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Securities Account Control Agreement and the Master Loan Sale Agreement.

Certain Transaction Documents. In furtherance of the Separation, on the Distribution Date, GPC and SpinCo shall execute and deliver (or shall cause the applicable SpinCo Company to execute and deliver): (a) the Transition Services Agreement; (b) the Supply Chain Transition Services Agreement; (c) the Leases; (d) any Xxxx of Sale reasonably necessary to effect the Transfer of the Transferred Assets; and (e) such other agreements, assignments, leases, subleases, documents or instruments as the Parties agree are necessary or desirable to achieve the purposes set forth in the Transaction Documents.

Certain Transaction Documents. The Borrower will not amend, modify, or supplement any provision of, or waive any other party’s compliance with any of the terms of the Clearwater Merger Agreement in any manner that: (a) requires the Borrower or any of its Subsidiaries to pay any additional consideration under the Clearwater Merger Agreement or otherwise imposes any financial obligation or burden on the Borrower of any of its Subsidiaries; (b) could reasonably be expected to result in a Material Adverse Occurrence; or (c) is materially adverse to the rights and benefits of the Bank under the Loan Documents.

Certain Transaction Documents. In furtherance of the Separation, on the Distribution Date, Parent and Spinco shall execute and deliver (or shall cause the applicable Affiliated Transferor or Spinco Subsidiary to execute and deliver): (a) one or more Assignment and Assumption Agreements—Parent to Spinco; (b) one or more Assignment and Assumption Agreements—Spinco to Parent; (c) the Transition Services Agreement—Parent to Spinco; (d) the Transition Services Agreement—Spinco to Parent; (e) the Supply Agreement—Parent to Spinco; (f) the Supply Agreement—Spinco to Parent; (g) the Intellectual Property Matters Agreement; (h) the Subcontract Pending Novation—Parent to Spinco; (i) the Subcontract Pending Novation—Spinco to Parent; (j) the Shared Contracts Agreement—Shared Contracts (Parent Companies); (k) the Shared Contracts Agreement—Shared Contracts (Spinco Companies); (l) an Assignment and Assumption of Lease Agreement in respect of each lease agreement for the Transferred Leased Real Property; (m) subleases to Spinco (or certain Spinco Companies) in respect of each of the Subleased Premises on the terms and conditions contemplated by the Sublease Term Sheets; (n) leases to Spinco (or certain Spinco Companies) in respect of each of the Leased Premises on the terms and conditions contemplated by the Lease Term Sheets; (o) licenses to Spinco (or certain Spinco Companies) in respect of the Licensed Premises on the terms and conditions contemplated by the Licensed Premises Term Sheets; (p) leases to Parent (or certain Parent Companies) in respect of certain Spinco Owned Real Property on the terms and conditions contemplated by the Leaseback Term Sheets; and (q) such other agreements, assignments, leases, subleases, documents or instruments as the Parties agree are necessary or desirable to achieve the purposes set forth in the Transaction Documents.

Certain Transaction Documents. (A) the Other Transaction Documents executed prior to or simultaneously with this Agreement shall not have been amended, modified, supplemented, or provisions thereof waived, in violation of Section 4.14, (B) the Other Transaction Documents a form of which is attached to an Other Transaction Document executed prior to or simultaneously with this Agreement shall, at the time of execution thereof, be in all material respects in the form as so attached (and the documentation pursuant to which the Special Purpose Vehicle Term Sheet (as defined in the Sprint Purchase Agreement) shall give effect in all material respects to the terms set forth in such Term Sheet and be otherwise reasonably satisfactory to the Purchasers), and (C) the Purchasers shall be satisfied in their sole discretion with the form and substance of any other of the Other Transaction Documents to be prepared after the execution of this Agreement.

Certain Transaction Documents. The Borrowers have delivered to the Agent a complete and correct copy, as of the Effective Date, of each Acquisition Document, each Term Loan Document, each Lease Document and the License Agreement, including all schedules and exhibits thereto and all agreements, instruments or other documents evidencing or governing any Capital Stock or Indebtedness issued in connection therewith. Each Acquisition Document, Term Loan Document, Lease Document and License Agreement sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of each Acquisition Document, Term Loan Document, Lease Document and License Agreement has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Capital Stock or other Person required by law or by any applicable corporate or other organizational documents) on the part of each Company party thereto and to the best of the Companies’ knowledge, each other Person party thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such execution, delivery and performance other than such as have been obtained on or prior to the Effective Date. Each Acquisition Document, Term Loan Document, Lease Document and License Agreement is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms.

Certain Transaction Documents. Each of the ----------------------------- Disentanglement Transaction Documents, each of the Services Agreements and the Transition Services Agreement, in form and substance reasonably satisfactory to the Akzo Nobel Entities, shall have been duly executed and delivered by the Company Entities party thereto and shall be in full force and effect.

Certain Transaction Documents. The Borrower has delivered to the Agent a complete and correct copy, as of the Effective Date, of each Term Loan Document, each Lease Document and each License Agreement, including all schedules and exhibits thereto and all agreements, instruments or other documents evidencing or governing any Capital Stock or Indebtedness issued in connection therewith. Each Term Loan Document, Lease Document and License Agreement sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of each Term Loan Document, Lease Document and License Agreement has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Capital Stock or other Person required by law or by any applicable corporate or other organizational documents) on the part of each Company party thereto and to the best of the Companies' knowledge, each other Person party thereto. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such execution, delivery and performance other than such as have been obtained on or prior to the Effective Date. Each Term Loan Document, each Lease Document and License Agreement is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms.

Certain Transaction Documents. (a) Following the date of this Agreement and prior to the earlier of the Closing Date and the Termination Date, the Parties shall negotiate in good faith to agree upon definitive documents and agreements in respect of the Amended and Restated Certificates of Incorporation of NewCo and HoldCo, the Amended and Restated Bylaws of NewCo and HoldCo, and the Shareholders Agreement, reflecting the terms and conditions set forth on Exhibits A through B, as applicable, attached hereto and otherwise on terms and conditions mutually acceptable to the Parties. (a) Within sixty (60) days following the date of this Agreement, the Parties shall negotiate in good faith to agree upon definitive documents and agreements in respect of a written transition services agreement in customary form as reasonably determined by mutual agreement of the Parties (the “Parent Transition Services Agreement”) pursuant to which Parent and the Non-Energy Supply Subsidiaries shall provide to the Combined Group, for a period not to exceed 24 months following the Closing Date, such services as are mutually agreed by Parent and NewCo, acting reasonably (collectively, the “Parent Transition Services”) in a manner substantially consistent with, and in no event more extensive in type and scope than, the provision of similar or comparable services by the Parent Group to the Energy Supply Group prior to the date hereof (it being understood that the provision by the Parent Group of Parent Transition Services to any member of the Combined Group that was not a Subsidiary of Parent prior to the date of this Agreement and services performed in connection with the consummation of the Transactions shall not be deemed to be more extensive than the provision of similar or comparable services by the Parent Group to the Energy Supply Group prior to the date hereof). Subject to applicable Law, pricing for the Parent Transition Services shall be as reasonably agreed by the Parties, it being understood that such pricing shall be in accordance with Parent’s cost allocation methodology in effect on the date of this Agreement (without subsidization of NewCo’s business operations or margin to the Parent Group). (b) Within sixty (60) days following the date of this Agreement, the Parties shall negotiate in good faith to agree upon definitive documents and agreements in respect of a written transition services agreement in customary form as reasonably determined by mutual agreement of the Parties (the “RJS Transition Se...

Certain Transaction Documents. Matria has heretofore furnished to the Administrative Agent true and complete copies of the Gainxx Xxxchase and Sale Agreement together with all schedules and exhibits referred to therein or delivered pursuant thereto and all amendments, modifications and waivers relating thereto. On the Closing Date and immediately prior to giving effect to the consummation of the Transactions, (i) none of such Transaction Documents shall have been amended, modified or supplemented, nor any condition or provision thereof waived, other than as approved by the Administrative Agent, and each such Transaction Document is in full force and effect and neither Matria nor any of its Subsidiaries (nor, to the knowledge of Matria, any other party thereto) is in default thereunder or in breach thereof, (ii) all conditions to the obligations of Matria and its Subsidiaries under each of such Transaction Documents to consummate the transactions contemplated thereby shall have been satisfied, and (iii) the Transactions will be consummated in accordance with the terms of such Transaction Documents and in compliance with all applicable Requirements of Law. All representations and warranties of Matria and its Subsidiaries and, to the knowledge of Matria, all representations and warranties of Gainxx, xxntained in each of such Transaction Documents were true and correct in all material respects on and as of the date made and will be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date, except as contemplated by the terms of such Transaction Documents.