Material Contracts and Other Documents Sample Clauses
Material Contracts and Other Documents. (a) The Constitutional Documents of each Charged Group Company (together with, in the case of a Charged Group Company that is a Minority Group Company, the relevant Minority Shareholders' Agreement and the relevant Minority Shareholder Waiver Letter, if applicable) (as amended to the extent permitted under this Agreement) contain all the material terms of all the agreements and arrangements between any Group Company and any other person in relation to the Charged Shares.
(b) The Parent Investment Agreement and the Constitutional Documents of the Parent (as amended to the extent required or permitted under this Agreement) contain all the terms of the Preference Shares and the other shares issued by the Parent.
(c) As at the Closing Date:
(i) save for the SSO Invoices, the agreements listed in Schedule 11 (Material Contracts) contain all the material terms of all the agreements and arrangements between any Group Company and any Parent Affiliate (other than another Group Company;
(ii) the Minority Shareholders’ Agreements listed in Schedule 11 (Material Contracts) are the only such agreements relating to a Charged Group Company that is not a Dormant Subsidiary;
(iii) save for the SSO Invoices, the Shareholder Loan Agreements and the agreements or other documents relating to the Investor Loans listed in Schedule 11 (Material Contracts), are the only loan agreements or agreements evidencing Financial Indebtedness of the Issuer to any Parent Affiliate;
(iv) the Adverse Share Rights and the Adverse Terms (where applicable) described in the relevant summary delivered to the Agent under Part 1 of Schedule 2 (Conditions precedent) are the only such rights relating to any shares in a Group Company (save for any such rights contained in a Minority Shareholders’ Agreement relating to a Charged Group Company that is not a Dormant Subsidiary and delivered to the Agent under that Schedule 2);
(v) the Adverse Terms described in the relevant summary delivered to the Agent under Part 1 of Schedule 2 (Conditions precedent) are the only such terms of any Financial Indebtedness of a Portfolio Group Company, where the amount of such Financial Indebtedness exceeds £2,500,000; and
Material Contracts and Other Documents. Copies of all Material Contracts in effect as of the Effective Date, which are set forth on Schedule 5.01(j), copies of the Holdings Note Indenture and the Holdings Notes (in each case including all schedules and exhibits thereto), which shall be in full force and effect, and copies of all commodities account agreements in effect;
Material Contracts and Other Documents. Copies of all Material Contracts in effect as of the Effective Date, which are set forth on Schedule 5.01(j), copies of the Memphis Acquisition Agreements, copies of the most current drafts (if any) of the MSCG Crude Oil Supply Agreements, copies of the 2003 Note Indenture and the 2003 Notes (in each case including all schedules and exhibits thereto), which shall be in full force and effect, and copies of all commodities account agreements in effect;
Material Contracts and Other Documents. Copies of all Material Contracts in effect as of the date hereof, which are set forth on Schedule 5.01(j) to the Bank Credit Agreement and include the Supply and Terminalling Agreement among the Company, Equiva Trading Company ("ETC"), Equilon Enterprises LLC ("Equilon") and Motiva Enterprises LLC ("Motiva"), the Asset Purchase Agreement among the Company, ▇▇▇▇▇ Port ▇▇▇▇▇▇ Pipeline Company and Motiva, the Asset Purchase Agreement between the Company and Equilon and the Interim Terminalling Agreement among the Company, ETC, Equilon and Motiva, copies of the Holdings Note Indenture and the Holdings Notes (in each case as defined in the Bank Credit Agreement and including all schedules and exhibits thereto), which shall be in full force and effect, and copies of all commodities account agreements in effect;