Original Transaction Documents Sample Clauses

Original Transaction Documents. For clarity, the existing financial terms of the Original Transaction Documents (a) will apply to licenses and sublicenses of Schedule A IP under the Original Transaction Documents and (b) will not apply to the transactions contemplated under this Supplemental Agreement with respect to Schedule 1 IP and the Consultant IP. Without waiving any rights it may have to obtain information in the course of discovery in any legal proceeding, AlCana acknowledges that it need not see such agreements in unredacted form, and that it need not, in order to enter into or to perform under this Supplemental Agreement, know the details of such financial terms whether now existing or hereafter altered.
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Original Transaction Documents. As of the Amendment Effective Date, the Chrysler Supply Agreement, and the Continuing Chrysler Arrangements (including the Chrysler Credit Support Agreement and the Tax Sharing Agreement) has been duly executed and delivered by each of the parties thereto and is in full force and effect without the existence of any material default thereunder.
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Original Transaction Documents. Except as specifically amended hereby, the Subscription Agreement, the Notes and the Warrants will remain in full force and effect in accordance with their respective terms.
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Original Transaction Documents. Purchaser agrees that, from and after the Applicable Closing Date relating to any Loan Interest or Lease Interest, if Seller reasonably requires an original Transaction Document that is in Purchaser's possession in connection with a governmental or regulatory inquiry or proceeding, an audit or any other similar matter from time to time, Purchaser shall use commercially reasonable efforts to assist Seller in producing such original Transaction Document pursuant to arrangements reasonably mutually satisfactory to Purchaser and Seller.
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Original Transaction Documents. FFB shall have received fully executed originals (in sufficient counterparts for each of DOE, FFB and the Collateral Agent) of this Agreement, the Funding Agreements, the Equity Documents, the Security Documents and the Specified First Advance Documents.
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Original Transaction Documents. (a) As of the Amendment Effective Date, each of the Chrysler-Dollar Supply Agreement, the Chrysler-Thrifty Supply Agreement and the Continuing Chrysler Arrangements (including the Chrysler Credit Support Agreement and the Tax Sharing Agreement) has been duly executed and delivered by each of the parties thereto and except in the case of the replacement of the Chrysler-Dollar Supply Agreement and the Chrysler- Thrifty Supply Agreement specifically referred to in the definition thereof, is in full force and effect without the existence of any material default thereunder. (b) From and after July 1, 2001, the replacement of the Chrysler-Dollar Supply Agreement and the Chrysler-Thrifty Supply Agreement specifically referred to in the definition thereof is in full force and effect without the existence of any material default thereunder.
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Original Transaction Documents. 77 7.17. Non-Guarantor Subsidiaries.........................................................................78 7.18. Non-Impairment, etc................................................................................79 Section Page ARTICLE VIII COVENANTS
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Related to Original Transaction Documents

  • Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.

  • 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.

  • Transaction Documents This Agreement, the Pubco Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Priveco, will have been executed and delivered by Pubco.

  • 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.

  • Amendments to Transaction Documents Without the consent of the Agent, amend, modify or otherwise change any of the terms or provisions of any Transaction Document other than (i) supplements identifying Solar Loans to be transferred in connection with each transfer of Solar Loans and the related Solar Assets from time to time in accordance with the Sale and Contribution Agreement or this Agreement, (ii) amendments, supplements or other changes in accordance with the terms of the applicable Transaction Document, and (iii) amendments, supplements or other changes with respect to exhibits and schedules to any Transaction Document that would not reasonably be expected to have a material adverse effect on the value, enforceability, or collectability of the Collateral or adversely affect Collections.

  • 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.

  • Effect on Transaction Documents Except as expressly set forth above, all of the terms and conditions of the Transaction Documents shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein, including, but not limited to, any other obligations the Company may have to the Purchaser under the Transaction Documents. Notwithstanding the foregoing, this Agreement shall be deemed for all purposes as an amendment to any Transaction Document as required to serve the purposes hereof, and in the event of any conflict between the terms and provisions of the Debentures or any other Transaction Document, on the one hand, and the terms and provisions of this Agreement, on the other hand, the terms and provisions of this Agreement shall prevail.

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Transaction Agreements Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Transaction Agreements.

  • Descriptions of the Transaction Documents Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

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