Effective Date Obligations Sample Clauses

Effective Date Obligations. Within 180 days after the Amendment No. 9 Effective Date (or such later date that the Agent in its reasonable discretion may permit), with respect to the below described Mortgaged Properties, the Agent shall have received (i) an amendment to the applicable Existing Mortgage in form and substance reasonably satisfactory to the Agent, (ii) evidence that a counterpart of such amendment to the Existing Mortgage has been recorded (or delivered to the appropriate Title Insurance Company subject to arrangements reasonably satisfactory to the Agent for recording promptly thereafter in the place necessary to create a valid and enforceable first priority Lien in favor of the Agent for the benefit of itself and the Secured Parties), (iii) a “date-down” and modification endorsement to the existing Title Insurance Policy (or a new Title Insurance Policy if such endorsements are not available in a jurisdiction where an Existing Mortgage has been recorded), which shall amend the description therein of the insured Existing Mortgage to include the amendment of the Existing Mortgage, and otherwise be in form and substance reasonably satisfactory to the Agent, (iv) a favorable opinion of counsel in the state in which such parcels of real property are located with respect to the enforceability of said amendment of the Existing Mortgage and such other opinions as Agent shall reasonably request, all in form and substance and from counsel reasonably satisfactory to the Agent and (v) such other information, documentation, and certifications (including evidence of flood insurance as may be required by applicable law) as may be reasonably required by the Agent, in each case with respect to the following Mortgaged Properties:
Sample 1See All (5)
AutoNDA by SimpleDocs
Effective Date Obligations. This Second Lien Amendment No. 5, the Second Lien Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Second Lien Amendment No. 5 shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Second Lien Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Second Lien Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the Second Lien Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Second Lien Credit Agreement as amended hereby and that this Second Lien Amendment No. 5 is a Loan Document. The amendment of the Credit Agreement pursuant to this Second Lien Amendment No. 5 and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Second Lien Amendment No. 5
Sample 1
Effective Date Obligations. On the Effective Date and to the extent that the same has not already occurred pursuant to the Acquisition and Scheme, Ingredion must procure that a Board meeting of the Company is held at which: (a) the B Shares to be allotted pursuant to the Scheme are allotted and issued to the Minority Investors, credited, in each case, as fully paid up, and share certificates are authorised to be issued for such shares; (b) the Minority Investors are entered into the register of members of the Company; (c) such number of A Shares are allotted to Ingredion as is equal to the total of 261,643,939 A Shares plus such number of further A Shares as is equal to the number of ordinary shares in PureCircle acquired by the Company pursuant to the Cash Offer minus 100 shares, credited, in each case, as fully paid up, and share certificates are authorised to be issued for such shares; (d) Xxxxxxx O'Xxxxxx, Xxxxx Xxxx and Xxxxxxx Xxxx are appointed Directors as the initial appointees of Ingredion under clause 5.1; (e) Tan Sri Xxx Xxxx is appointed a Director as the initial appointee of the Minority Investors under clause 5.2; (f) the First Business Plan is adopted; and (g) all necessary approvals and directions are given to effect the Bidco Equity Injection and the PureCircle Equity injection in the manner described in the Announcement.
Sample 1
Effective Date Obligations. (a) As soon as practicable, but not later than thirty (30) days following the Effective Date, the Company Parties shall cause Xxxxxxxxx Xxxxx (or such other law firm which shall be acceptable to the Purchaser), special counsel to the Company Parties, to deliver to the Purchaser an opinion letter, dated as of the Effective Date, in form and substance satisfactory to the Purchaser, with respect to the enforceability against the Company Parties of this Amendment and the Amended and Restated Term A Note, the enforceability against the Company of the Amended and Restated Warrant and such other matters as the Purchaser may reasonably request. The Company Parties acknowledge and agree that the failure of the Company Parties to cause Xxxxxxxxx Xxxxx (or such other law firm which shall be acceptable to the Purchaser) to deliver timely such opinion letter shall constitute an Event of Default under the Securities Purchase Agreement, entitling the Purchaser to exercise all rights, powers and remedies against the Company Parties. (b) Within two (2) Business Days following notice from the Purchaser, the Company shall pay to the Purchaser, including, without limitation, pursuant to Section 8.6 of the Securities Purchase Agreement, all costs and expenses (including attorneys' fees and disbursements) expended or incurred by or on behalf of the Purchaser in connection with the Purchaser's investment in the Company Parties and remaining unpaid, including, without limitation, all attorneys' fees and disbursements incurred in connection with the preparation, negotiation and execution of this Amendment and the agreements, instruments and other documents relating hereto or contemplated hereby. (c) As soon as practicable, but not later than thirty (30) days following the Effective Date, each Company Party shall deliver to the Purchaser a Secretary's Certificate, in form and substance satisfactory to the Purchaser, duly executed by the Secretary and the President of such Company Party, certifying as to resolutions duly adopted by the Board of Directors of such Company Party, approving, affirming and ratifying, as appropriate, (i) this Amendment, (ii) the issuance, delivery and performance of the Amended and Restated Term A Note, (iii) the issuance, delivery and performance of the Amended and Restated Warrant and (iv) the other transactions contemplated by this Amendment.
Sample 1
Effective Date Obligations. (a) Seller, as necessary to effectuate the purpose and intent hereof, shall execute and deliver to Buyer such bills of sale, assignments and other documents and instruments of assignment, transfer and conveyance, and consents and waivers in such form as shall be satisfactory to counsel for Buyer and counsel for Seller, as are necessary to vest in Buyer good and marketable title to all of the Assets, free and clear of any lien, encumbrance or security interest. (b) Seller shall deliver to Buyer possession of the Customer Lists, Customer Contracts, Temporary Employee Files, Written Temporary Employee List, and Staff Employee Files. Seller shall also deliver the following items that are in Seller's possession: computer hardware, software and/or disks containing the above information, sales materials, catalogs, brochures, price lists, advertising and marketing materials, and similar materials and other similar documents respecting the Assets and the Business. Delivery may be deemed completed by properly identifying such items that shall be located at Seller's Premises. (c) Seller shall execute and deliver to Buyer the Assignment(s) of such leases and rental agreements as described on Schedule "1.2," with appropriate landlord, lessor or other contracting party consents. (d) Seller, Selling Shareholder and Buyer shall execute and deliver any and all such documents, instruments and agreements described in Section 3, including, specifically, the Selling Shareholder's Noncompetition Agreement among Seller, Buyer and Selling Shareholder, which are required to consummate this transaction in accordance with the terms of this Agreement. (e) Buyer shall deliver to Seller the amount of the purchase price and the note as consideration for the Assets as determined pursuant to this Agreement. (f) Buyer shall deliver to each Selling Shareholder the sums set forth in the Selling Shareholder's Noncompetition Agreement. (g) Seller shall have terminated its Staff Employees as of the end of business on May 30, 1999, and shall have paid the Staff Employees their regular compensation on or before June 2, 1999, for the Staff Employees' services through May 31, 1999. By June 2, 1999, Seller shall pay its Staff Employees any and all amounts that may be due to said Staff Employees for their employment with Seller which shall include, if any, health benefits and accrued sick leave, or other accrued obligations of the Seller to the Staff Employees. (h) On June 14, 1999, Seller shall pay ...
Sample 1
Effective Date Obligations. On the Effective Date: (a) the Shareholders shall deliver to ASI certificates for the ASIE Shares (representing 100% of ASIE's shares), all of which are currently issued and outstanding, fully paid and non assessable and unencumbered and free of any claims, liens, charges or the like, duly endorsed to ASI at the earliest possible time, after the Effective Date and hour of this Agreement. (b) ASI shall issue the appropriate number of shares of Common Stock of ASI, fully paid and non assessable,(representing 92.75% of ASI's then expanded issued capital) to the Shareholders pursuant to the exchange ratio determined herein. (c) the ASI Shares referred to in sub-clause (b) of this clause 7.2 shall be issued in the numbers and to the persons and/or companies (and/or their nominees) whose names and addresses are set out in the Stock Distribution Schedule which is Schedule 1 hereto.
Sample 1
Effective Date Obligations. On the Effective Date: (a) the Optionholders shall deliver to ASI Certificates for the ASIE Options over shares in ASIE of A$0.10 par value, (representing 100% of the ASIE Options), all of which are currently issued and outstanding, duly endorsed to ASI at the earliest possible time, after the Effective Date and hour of this Agreement. (b) ASI shall issue non assessable options (the "ASI Options") over shares of $0.0001 par value Common Stock to the Optionholders pursuant to the exchange ratio and exercise price determined herein. (c) the terms and conditions of the ASI Options shall be as set out in Schedule 6 hereto. (d) the ASI Options referred to in clause 7.2 shall be issued in the numbers and to the persons and/or companies (and/or their nominees) whose names and addresses are set out in the Option Distribution Schedule which is Schedule 8 hereto.
Sample 1
AutoNDA by SimpleDocs

Related to Effective Date Obligations

  • Separate Obligations These obligations are independent of Borrower’s obligations and separate actions may be brought against Guarantor (whether action is brought against Borrower or whether Borrower is joined in the action).

  • Prior Obligations I represent that my performance of all terms of this Agreement as a consultant of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior or subsequent to the commencement of my Relationship with the Company, and I will not disclose to the Company, or use, any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party.

  • Performance Obligations The Purchaser shall have performed in all respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

  • Specific Obligations The HSP: will provide to the Funder, or to such other entity as the Funder may direct, in the form and within the time specified by the Funder, the Reports, other than personal health information as defined in the Enabling Legislation, that the Funder requires for the purposes of exercising its powers and duties under this Agreement, the Accountability Agreement, the Enabling Legislation or for the purposes that are prescribed under any Applicable Law; will fulfil the specific reporting requirements set out in Schedule B; will ensure that every Report is complete, accurate, signed on behalf of the HSP by an authorized signing officer where required and provided in a timely manner and in a form satisfactory to the Funder; agrees that every Report submitted to the Funder by or on behalf of the HSP, will be deemed to have been authorized by the HSP for submission. For certainty, nothing in this section 8.1 or in this Agreement restricts or otherwise limits the Funder’s right to access or to require access to personal health information as defined in the Enabling Legislation, in accordance with Applicable Law for purposes of carrying out the Funder’s statutory objects to achieve the purposes of the Enabling Legislation.

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not: (a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Transaction Obligor of its obligations under any of the Finance Documents; (b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; (d) have or be deemed to have any relationship of trust or agency with, any Obligor.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Reinstatement of Guarantied Obligations If claim is ever made on the Administrative Agent or any other Guarantied Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantied Obligations, and the Administrative Agent or such other Guarantied Party repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such claim effected by the Administrative Agent or such other Guarantied Party with any such claimant (including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of the Credit Agreement, any of the other Loan Documents, or any other instrument evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the Administrative Agent or such other Guarantied Party for the amounts so repaid or recovered to the same extent as if such amount had never originally been paid to the Administrative Agent or such other Guarantied Party.

  • Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.

  • Corporate Obligation No recourse may be taken, directly or indirectly, against any incorporator, subscriber to the capital stock, stockholder, officer, director or employee of the Company or the Trustee or of any predecessor or successor of the Company or the Trustee with respect to the Company's obligations on the Securities or the obligations of the Company or the Trustee under this Indenture or any certificate or other writing delivered in connection herewith. ARTICLE TWO

  • ERISA Obligations All Employee Plans of the Borrower meet the minimum funding standards of Section 302 of ERISA and 412 of the Internal Revenue Code where applicable, and each such Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 is qualified. No withdrawal liability has been incurred under any such Employee Plans and no “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), has occurred with respect to any such Employee Plans, unless approved by the appropriate governmental agencies. The Borrower has promptly paid and discharged all obligations and liabilities arising under the Employee Retirement Income Security Act of 1974 (“ERISA”) of a character which if unpaid or unperformed might result in the imposition of a Lien against any of its properties or assets.

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