Contemplated Transaction. Section 5.02 Cost-Free Educational Account .......................... Section 3.02(b) Cross Default .......................................... Section 1.05(b)(i) DAETC ..................................................
Contemplated Transaction. The statements in the Prospectus under the heading “Recent Developments,” insofar as they purport to describe or summarize the terms or provisions of the Real Estate Purchase Agreement, dated as of June 19, 2014 (the “Contemplated Transaction Agreement”), are accurate descriptions or summaries in all material respects. The Contemplated Transaction Agreement has been duly authorized, executed and delivered by the parties thereto. To the knowledge of the Company and the Operating Partnership as of the date hereof, there is no fact or circumstance relating to the Contemplated Transaction Agreement which would cause the representations and warranties in this Section 1(a) to be untrue if the acquisition had been consummated as of the date hereof.
Contemplated Transaction. The execution, delivery and performance by each Acquired Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party and the consummation of the Contemplated Transactions are within the power and authority of each Acquired Company and have been duly authorized by all necessary action on the part of each Acquired Company, other than approval by the Company’s stockholders of the Merger and the Contemplated Transactions. This Agreement and each Ancillary Agreement to which each Acquired Company is (or will be) a party (a) has been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by each Acquired Company and (b) is (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) a legal, valid and binding obligation of such Acquired Company, Enforceable against each such Acquired Company in accordance with its terms.
Contemplated Transaction. The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party and the consummation of the Contemplated Transactions are within the power and authority of the Company and have been duly authorized by all necessary action on the part of the Company. This Agreement and each Ancillary Agreement to which the Company is (or will be) a party (a) has been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by the Company and (b) is (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
Contemplated Transaction. On and subject to the terms and conditions of this Agreement and the Transaction Documents, at the Closing and at each applicable date of a Subsequent Funding (as defined below) thereafter, Buyer shall pay the applicable Purchase Price Tranche to Borrower and/or Borrower’s Permitted Designee(s) in exchange for the sale, assignment, transfer, and delivery of the Note to Buyer in accordance with the terms of this Schedule 2.1.
Contemplated Transaction. Seller will cooperate with Buyer and its counsel in the contest or defense of, and make available its personnel (if any) and provide any testimony and access to its books and Records in connection with any Proceeding involving or relating any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving Seller, the Business, or the Assets.
Contemplated Transaction. INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL;
Contemplated Transaction. Seller covenants and agrees to forward to Buyer, within five (5) business days of Seller's receipt of the same, any and all payments which Seller may receive in respect of the accounts receivable or any payments which relate or pertain to sales by Buyer after the Closing, which payments are delivered to Seller or are otherwise received by Seller. In the event that Buyer at any time receives checks payable to Seller for amounts owed to Buyer, Buyer shall deliver such checks to Seller and Seller shall endorse such checks to Buyer or remit to Buyer the amounts represented by such checks within five (5) business days of Seller's receipt of same. In the event that Buyer at any time receives checks for amounts owed to Seller, Buyer shall deliver such checks to Seller or remit to Seller the amounts represented by such checks within five (5) business days of Buyer's receipt of same.
Contemplated Transaction. Contemporaneously with the execution of this agreement, McMixxxx, XxdyBilt and the shareholders of BodyBilt shall deliver to McMixxxx x xetter of intent dated May 20, 1996 whereby BodyBilt will merger with a holding company formed by McMixxxx (xxreafter referred to as "Letter of Intent"). The type of merger contemplated is known as a forward triangular merger, which will be followed by an IPO (collectively referred to as "contemplated transaction.").
Contemplated Transaction. Section 5.02 Cost-Free Educational Account .......................... Section 3.02(b) Cross Default .......................................... Section 1.05(b)(i) DAETC .................................................. Preamble Damages ................................................ Section 9.02 Deductible ............................................. Section 9.03 Default Interest Rate .................................. Definitions [***] Agreement ........................................ Section 1.02(b)(ii) Discovery Closing Date ................................. Section 11.12(c)(i) Dispute ................................................ Section 11.12(b) Dispute Notice ......................................... Section 11.12(b) Dispute Resolution Procedures .......................... Section 11.12(a) Disqualification Event ................................. Section 7.04 EBS .................................................... Recitals EBS Economic Royalties ................................. Section 2.01(a) EBS Relevance Date ..................................... Section 8.02(a) EBS Spectrum Capacity .................................. Section 1.01(a) EBS Spectrum Group ..................................... Preamble Economic Royalty ....................................... Definitions Educational End User ................................... Section 3.02(c) Educational Reservation ................................ Section 3.03(a) Effective Date ......................................... Preamble Equity Royalties ....................................... Definitions Escrow ................................................. Section 2.01(b) Escrow Agent ........................................... Definitions Escrow Agreement ....................................... Section 2.01(b) Exchange Act ........................................... Section 8.07(a) Exhibits/Schedules ..................................... Definitions FCC .................................................... Recitals FCC IUA Approval ....................................... Definitions FCC License ............................................ Recitals FCC Proceedings ........................................ Section 5.04 FCC Qualifications ..................................... Section 7.04
