Key Documents Sample Clauses

Key Documents. Borrower agrees to deliver immediately to Lender copies of any notices, certificates, requests, demands or other instruments (including without limitation any notice of default, acceleration or the exercise or threat of exercise of any remedies thereunder) furnished or delivered to or by Borrower or Owner under or in any way relating to the Mortgage Loan Documents or any Basic Agreements.
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Key Documents. 3.1 The Partnership and, so far as the Seller is aware, APICO are not in default in any material respect under any of the Key Documents to which they are a party and no notice of default or of termination has been issued to the Partnership or, so far as the Seller is aware, to APICO in respect of any such default or termination. 3.2 The execution and consummation of this Agreement in the terms set out in this Agreement will not contravene the provisions of any of the Key Documents to which the Partnership is a party nor result in the forfeiture of any right, interest, title or entitlement held by the Partnership or, so far as the Seller is aware, by APICO under any of the Key Documents. 3.3 Neither the Partnership nor, so far as the Seller is aware, APICO is a party to any agreement (other than those of the Key Documents to which it is a party) or other undertaking which a purchaser for value of the Partnership Interest might reasonably consider to be material in its assessment of the acquisition of the Partnership Interest or the price to be paid therefor. 3.4 Save for those Key Documents which have been amended or superseded by another Key Document or have terminated in accordance with their terms, each of the Key Documents to which the Partnership is a party or, so far as the Seller is aware, to which APICO is a party is in full force and effect and valid and enforceable in accordance with its terms according to the law to which it is expressed to be governed, except as such enforcement may be limited by bankruptcy, insolvency, reorganisation, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity.
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Key Documents. Transferor has furnished to Transferee the following information regarding Transferee's review of the Property: (a) current certified rent roll; (b) thirty-six months of operating statements for the Property; (c) All documentation relating to the Property and, to the best of Transferor's knowledge, all documentation required to be submitted to any governmental agency; (d) copies of any engineering, architectural, utilities, soils and asbestos reports; (e) list and copies of all permits held, and consents of governmental authorizations required to operate the Property; (f) form of tenant lease; (g) current Inspection Report prepared by Alexander Tudor Architect datxx Xxxxxxx 00, 0998 (hereinafter "Inspector"); (h) copies of notes, mortgages and any other existing financing documents; (i) termite report; (j) all applicable organizational and governing documents for Transferor including partnership agreements, certificates of limited partnership, certificate of good standing, incumbency certificate, articles of organization, regulations and operating agreement (for an LLC); and (k) current environmental audits prepared by EnviroAssessment, Inc. dated February 13, 1998. The foregoing shall be collectively deemed the "Key Documents".
Sample 1
Key Documents. (i) Subject to (ii) below, unless approved in accordance with the Approval Regime and provided that such amendment would not have, or be likely to have, a material adverse effect on the interest of the Noteholders, the Issuer shall not, and shall ensure that each AssetCo Subsidiary shall not: (A) amend or vary any Key Document; (B) terminate, rescind or discharge (except by performance) any Key Document; or (C) assign any of its rights or novate any of its obligations under any Key Document. (ii) Prior to the repayment of the Notes in full, the Issuer and each AssetCo Affiliate shall not amend any Cash Management Agreement Fundamental Provisions under the Cash Management Agreement unless such amendment (i) is approved by the requisite proportion of Noteholders of each series of Notes outstanding as a Reserved Matter, (ii) is made to correct a manifest error or (iii) is a minor or technical in nature and necessary to enable operation of, and payments from, the Collection Accounts in accordance with the ordinary operations of the AssetCo Group, and, provided that in no circumstances, shall this limb (iii) permit or be construed to permit any amendments to the Cash Management Agreement which would enable or permit the payment from any Collection Account of any additional amount not expressly permitted to be paid from those accounts as at the Issue Date. The foregoing shall not limit in any way the Issuer’s right under Clause 11.7(b), including the ability to make any amendment to any Cash Management Agreement Fundamental Provisions to the extent that amendment is part of a Jamalco Reorganisation. (iii) Unless approved in accordance with the Approval Regime, the Issuer shall not, and shall ensure that NRIPL shall not (other than to the Issuer) assign any of its rights or novate any of its obligations under any On-Sale Agreement. (iv) Notwithstanding the above, the GAJ Offtake Agreement and the CAP Offtake Agreement may be amended by AssetCo and NRIPL (or NRIPL and CAP, as applicable) from time to time to account for cargo payment and delivery terms (either on an individual or series of deliveries basis) and provided (1) such amendment would not have, or be likely to have, a material adverse effect on the interest of the Noteholders and (2) such amendment (and the consequences thereof) is not in breach of any conditions set under the Approval Regime.
Sample 1
Key Documents. Seller has furnished to Buyer the following information regarding Buyer's review of the Property: (a) current certified rent roll; (b) thirty-six months of operating statements for the Property; (c) All Prospectuses for the Property in the forms approved by the Division of Florida Land Sales, Condominiums and Mobile Homes of the Department of Business and Professional Regulation; (d) copies of any engineering, architectural, utilities, soils and asbestos reports; (e) list and copies of all permits held, and consents of governmental authorizations required to operate the Property; (f) form of tenant lease (attached to Prospectus); (g) current Inspection Report prepared by Alexander Tudor, Architect; (x) copies of notes, mortgages and any other existing financing documents; (i) termite report; (j) all applicable organizational and governing documents for Seller including partnership agreements, certificates of limited partnership, certificate of good standing, incumbency certificate, articles of organization, regulations and operating agreement (for an LLC); (k) current environmental audits prepared by EnviroAssessments, Inc.; and (l) summary letter from the Division of Florida Land Sales, Condominiums and Mobile Homes of the Department of Business and Professional Regulation regarding the Prospectus for the Property. The foregoing shall be collectively deemed the "Key Documents".
Sample 1
Key Documents. Key Documents listed in Appendix A will form part of this contract. The parties agree to comply with the Key Documents, including any future revisions. In the case of a conflict between the Terms and Conditions and any Appendices or any of the Key Documents in them then the Terms and Conditions shall prevail.
Sample 1

Related to Key Documents

  • Seller's Documents At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers of the Company effective on the Closing Date; (b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jamex X. Xxxx xxxerred to in Section 14.14; (g) A written opinion of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxunsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.

  • Referenced Documents 2.3.1 Unless the context shall otherwise specifically require, and subject to Section 21, whenever any provision of this Agreement refers to a technical reference, technical publication, CLEC Practice, SBC-13STATE Practice, any publication of telecommunications industry administrative or technical standards, or any other document specifically incorporated into this Agreement (collectively, a “Referenced Instrument”), it will be deemed to be a reference to the then-current version or edition (including any amendments, supplements, addenda, or successors) of each Referenced Instrument that is in effect, and will include the then-current version or edition (including any amendments, supplements, addenda, or successors) of any other Referenced Instrument incorporated by reference therein.

  • Formation Documents With respect to the Issuing Entity, the Certificate of Trust and the Trust Agreement, (ii) with respect to the Grantor Trust, the Grantor Trust Certificate of Trust and the Grantor Trust Agreement, and (iii) with respect to the Depositor, the certificate of formation of the Depositor filed in Delaware, dated as of January 4, 2019 and the amended and restated limited liability company agreement of the Depositor, dated as of March 27, 2019, made by the Sponsor, as member.

  • Acquisition Documents As of the Closing Date: (a) Borrower has furnished Bank with true, correct and complete execution copies of all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (other than in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.

  • Paper documents Any paper records must be protected by storing the records in a Secure Area which is only accessible to authorized personnel. When not in use, such records must be stored in a Secure Area.

  • Merger Documents The Merger Documents contain all the material terms and conditions of the Merger and are in full force and effect and there have been no amendments, variations or waivers to the Merger Documents (in whole or in part) other than amendments thereto or waivers thereunder (excluding any waiver of or as contemplated by Section 9.02(a) of the Merger Agreement) which are not material and adverse to the financing under this Agreement, the Alternative Bridge Facility Agreement or the Bridge Facility Agreement.

  • Related Documents The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan.

  • Related Agreements Any agreement related to this Plan shall be in writing and shall provide that: (i) such agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the Independent Trustees or by a vote of the holders of a “majority” (as defined in the 0000 Xxx) of the Fund's outstanding Class C voting shares; (ii) such termination shall be on not more than sixty days’ written notice to any other party to the agreement; (iii) such agreement shall automatically terminate in the event of its “assignment” (as defined in the 1940 Act); (iv) such agreement shall go into effect when approved by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such agreement; and (v) such agreement shall, unless terminated as herein provided, continue in effect from year to year only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Agreement Documents 1. This Agreement consists of the following documents: (a) This Agreement; (b) The General Terms and Conditions for Programme Cooperation Agreements appended hereto; (c) Any Programme Documents concluded hereunder; and (d) Any Special Conditions established with regard to a particular programme, IP, or Programme Document, attached to this Agreement.

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