Execution of Definitive Agreements. As contemplated by the Term Sheet, the Parties will negotiate in good faith and duly execute and deliver one or more agreements on reasonable and customary terms (a) providing X. Xxxxx, Vintage, the other Tranche A-1 Lenders (as defined in the Term Sheet) and the holders of the Warrants, as applicable, setting forth the definitive terms of the registration rights, director nomination rights and pre-emptive rights as set forth in the Term Sheet, (b) setting forth the definitive terms of X. Xxxxx’x commitment to backstop the Rights Offering and (c) containing such other agreements as may be necessary to effect the Equitization Transactions as contemplated by paragraph 1 above.

Execution of Definitive Agreements. Subject to approval of definitive agreements by its board of directors or other managing authority, as applicable, each of the parties hereto covenants and agrees to execute and deliver each Guaranty to which it is a party on the terms and conditions set out in the Credit Agreement.

Execution of Definitive Agreements. The Board of Directors (the “Board”) of Aspen (Group) Holdings Limited (the “Company” and together with its subsidiaries, the “Group”) refers to the Announcement and is now pleased to update that AV City has on 2 February 2019 entered into a Management Agreement and other related agreement (collectively known as the “Definitive Agreements”) with Marriott International, Inc and its affiliates (collectively referred to as “Marriott”) in respect of the operation and management of a 308-key hotel and its facilities under the Aloft brand (“Aloft Hotel”) at Plot 4 of Aspen Vision City (“AVC”) at Batu Kawan, Penang, Malaysia. Pursuant to the Definitive Agreements, Marriott will inter alia, render technical advisory services for the design and construction of the Aloft Hotel in accordance with Aloft Hotel design and brand standards, operate and manage the Aloft Hotel as part of the Aloft Hotel system standards and provide other services in connection with the branding, marketing and trademark licensing for the Aloft Hotel. The Aloft Hotel, which is estimated to be completed by 2023, is expected to serve as a catalyst for AVC as the first international branded hotel announced for Batu Kawan which is touted as the third satellite city for Penang, further promoting the AVC mixed development and Penang mainland as a whole.

Execution of Definitive Agreements. (a) Subject to Article 4, within twenty (20) days of Suzlon's receipt of an NTP, Suzlon and an Affiliate of Owner shall prepare, execute and deliver a set of Definitive Agreements for the associated WTGs, as more fully described in Section 2.4(b) below. Except as otherwise expressly provided herein, upon execution of such Definitive Agreements, the terms of this Agreement, as they relate to the WTGs that are addressed in such Definitive Agreements, shall thereupon automatically be deemed terminated, of no further force or effect, and superseded by the terms of the Definitive Agreements. In confirmation and furtherance thereof, the Parties acknowledge and agree that (except as otherwise expressly provided herein) this Agreement shall have no bearing, application or binding effect, whether legal or otherwise, upon any WTGs that are addressed in any executed Definitive Agreements (or with respect to any rights, remedies or obligations of the Parties with respect to such WTGs). As to any WTG for which Definitive Agreements have not been prepared and executed within the foregoing twenty (20) day period (regardless of the reasons therefor), to the extent provided in Section 4.1, the Parties' rights, duties and obligations as to the design, manufacturing, delivery, sale, Commissioning and purchase of such WTGs shall thereupon automatically and immediately be amended to reflect the Modified Obligations (that is, from and after such date, the Parties rights, duties and obligations as to such WTGs shall be only those provided by and pursuant to the Modified Obligations until such time as Definitive Agreements are executed in relation to the same). (b) The Definitive Agreements shall be in the forms attached to this Agreement as Exhibit A, as modified to reflect the Project Site, the number of relevant WTGs, designation of an Alternate Port (if applicable), and any other applicable terms of this Agreement. If the NTP specifies that Suzlon will install and Mechanically Complete the WTGs, the parties shall use the TSIA form and the WMSA form. If the NTP specifies that someone other than Suzlon will perform the installation services, the parties shall use the TSA form and the WMSA form; provided, however, the parties shall use the TSA form attached hereto as Exhibit A-1 in the event Suzlon delivers the WTGs from the Initial Delivery Point to the Project Site and the TSA form attached hereto as Exhibit A-4 in the event Suzlon only delivers the WTGs to the Initial Deliver...

Execution of Definitive Agreements. (a) JAKKS shall, and shall cause each other Company Party to, and (b) each Consenting Noteholder shall, deliver to each counterparty to a Transaction Document, a duly executed counterpart of each Transaction Document which such Party is required to execute and deliver pursuant to this Agreement or any of the other Transaction Documents.

Related to Execution of Definitive Agreements

Definitive Agreements We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) providing for the Acquisition and related transactions. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.
Definitive Documents 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: (A) the Plan (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.
Definitive Agreement This Agreement and the Pricing Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof and thereof.
Definitive Documentation (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.
Execution of Papers Except as the Trustees generally or in particular cases may authorize the execution thereof in some other manner, all deeds, leases, contracts, notes and other obligations made by the Trustees shall be signed by the President, any Vice President, or by the Treasurer and need not bear the seal of the Trust.
Execution of Supplemental Agreements In executing, or accepting the additional agencies created by, any supplemental agreement permitted by this Article or the modifications thereby of the agencies created by this Agreement, the Agent shall be entitled to receive and (subject to Section 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. The Agent may, but shall not be obligated to, enter into any such supplemental agreement which affects the Agent's own rights, duties or immunities under this Agreement or otherwise.
Execution of Agreements The Purchasers shall have executed this Agreement and delivered this Agreement to the Company.
Execution of Agreement; Notes On or prior to the Initial Borrowing Date, (i) the Effective Date shall have occurred and (ii) there shall have been delivered to the Administrative Agent for the account of each of the Lenders (subject to Section 1.06(o)) the appropriate Notes executed by the appropriate Borrower, in each case in the amount, maturity and as otherwise provided herein.
Execution of Agreement The HSP represents and warrants that: (a) it has the full power and authority to enter into this Agreement; and (b) it has taken all necessary actions to authorize the execution of this Agreement.
Omnibus Instrument; Execution and Incorporation of Terms The parties to this Coordination Agreement will enter into this Coordination Agreement by executing the Omnibus Instrument. By executing the Omnibus Instrument, each party hereto agrees that this Coordination Agreement will constitute a legal, valid and binding agreement by and among the Trust, Principal Life, PFG, PFSI, the Custodian and the Indenture Trustee. All terms relating to the Trust or the Notes not otherwise included in this Coordination Agreement will be as specified in the Omnibus Instrument or Pricing Supplement, as indicated herein.

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