Completion of Transaction Documents Sample Clauses

Completion of Transaction Documents. The Parties hereby acknowledge that the forms of certain of the Incomplete Transaction Documents (other than the Incomplete Ancillary Exhibits) have been completed pursuant to Section 5.15 of the Master Agreement as follows:
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Completion of Transaction Documents. (a) The first sentence of Section 5.15 of the Master Agreement is deleted in its entirety and replaced with the following: “During the period commencing on the date of this Agreement and ending (i) on May 31, 2013, for Incomplete Transaction Documents which are not Incomplete Ancillary Exhibits, and (ii) prior to the Closing, for Incomplete Ancillary Exhibits, the Parties will complete the forms of each of the Incomplete Transaction Documents, negotiating in good faith, in accordance with the terms of this Section 5.15.”
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Completion of Transaction Documents. During the period commencing on the date of this Agreement and ending (i) on April 30, 2013, for Incomplete Transaction Documents which are not Incomplete Ancillary Exhibits, and (ii) prior to the Closing, for Incomplete Ancillary Exhibits, the Parties will complete the forms of each of the Incomplete Transaction Documents, negotiating in good faith, in accordance with the terms of this Section 5.15. The Parties may also further amend other Transaction Documents as provided below.
Sample 1Sample 2
Completion of Transaction Documents. All blanks in the Transaction Documents and other documents reviewed by us have been completed and all exhibits and schedules have been attached thereto;
Sample 1Sample 2
Completion of Transaction Documents. (c) The first sentence of Section 5.15 of the Master Agreement is deleted in its entirety and replaced with the following: “During the period commencing on the date of this Agreement and ending (i) on May 31, 2013, for Incomplete Transaction Documents (other than the Xxxxxx Purchase and Sale Agreement (Hourly Pension Plan and Collective Agreements), the IP License Agreement, the Xxxxxx License-In Agreement and the Xxxxxx License-Out Agreement) which are not Incomplete Ancillary Exhibits, (ii) on July 24, 2013, for the Xxxxxx Purchase and Sale Agreement (Hourly Pension Plan and Collective Agreements), the IP Matters Agreement, the Xxxxxx License-In Agreement and the Xxxxxx License-Out Agreement, and (iii) prior to the Closing, for Incomplete Ancillary Exhibits, the Parties will complete the forms of each of the Incomplete Transaction Documents, negotiating in good faith, in accordance with the terms of this Section 5.15.”
Sample 1
Completion of Transaction Documents. During the period commencing on the date of this Agreement and ending (i) on April 30, 2013, for Incomplete Transaction Documents which are not Incomplete Ancillary Exhibits, and (ii) prior to the Closing, for Incomplete Ancillary Exhibits, the Parties will complete the forms of each of the Incomplete Transaction Documents, negotiating in good faith, in accordance with the terms of this Section 5.15. The Parties may also further amend other Transaction Documents as provided below. (c) The provisions of the operating agreements for the Holdcos and Oracle Netherlands Charter will not be drafted in any manner which would alter or change the rights or responsibilities of any Person (or the allocation of rights and responsibilities among all Persons) under the Newco Charter, the Oracle Puerto Rico Charter, the Sky Charter and the Sky Canada Charter. (d) The forms of the Oracle Puerto Rico Charter and Sky Canada Charter will each be completed to mirror the form of the Sky Charter, modified only to reflect the different applicable party names and any other changes that the Parents mutually determine in good faith are necessary to preserve tax treatment of the Contemplated Transaction as described in Section 5.08 or otherwise comply with applicable Law. (e) The forms of the Xxxxxx Contribution Agreement and the Iris Contribution Agreement will each be completed to the mirror the form of the Oracle Contribution Agreement, modified only to reflect the different applicable party names and other changes that the Parents mutually determine in good faith are necessary to reflect the Xxxxxx Reorganization or Iris Reorganization, as applicable, so long as such changes do not affect the substantive rights and obligations contemplated by Oracle Contribution Agreement (as they would apply to Xxxxxx in the Xxxxxx Contribution Agreement and Iris in the Iris Contribution Agreement). The Xxxxxx Purchase and Sale Agreement will be drafted in a form reasonably acceptable to Oracle and will contain the provisions described in Exhibit M. Annex I to each of the Contribution Agreements will be completed. (f) The IP Matters Agreement will be drafted to reflect and be consistent with the principles and terms set forth on Exhibit J. - 49 - (g) The forms of the Xxxxxx License-In Agreement and Xxxxxx License-Out Agreement will each be completed to mirror the forms of the Oracle License-In Agreement and Oracle License-Out Agreement, modified only to reflect the different applicable party na...
Sample 1

Related to Completion of Transaction Documents

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Authorization of Transaction Documents The execution, delivery and performance of this Lease and the other Transaction Documents have been duly authorized by all necessary corporate action on the part of Lessee or its Subsidiaries, as the case may be.

  • Delivery of Transaction Documents The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Consummation of Transactions Each party shall use all commercially ---------------------------- reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable law to carry out all of their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following:

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Enforceability of Transaction Documents Each of the Transaction Documents to which it is a party has been duly authorized, executed and delivered by the Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against it in accordance with its terms.

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

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