Target Documents Clause Samples

Target Documents. On or before the Closing Date, the Borrower shall deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following with respect to Target, each dated the Closing Date: 10.1.3.1 Certified copies of the Certificate or Articles of Incorporation of Target as in effect on the Closing Date, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which Target is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Date; and 10.1.3.2 Copies of the by-laws of Target as in effect on the Closing Date.
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Target Documents. (a) Evidence that immediately following the first Utilisation and application of the proceeds by the Paying Agent (as defined in the merger agreement referred to in paragraph (f) below), the Acquisition will be completed. (b) Evidence that all governmental and regulatory consents and other clearances (including, but not limited to, tax clearances) and all third party consents and approvals required under the Acquisition Documents have been obtained. (c) A funds flow statement in a form agreed to by the Agent detailing the proposed movement of funds to be applied towards the Total Consideration. (d) A certificate of the US Borrower (signed by an Authorised Signatory) confirming that entering into the Acquisition Documents (and the performance of the relevant transactions thereunder) would not conflict with: (i) any law or regulation applicable to it or Target, (ii) its or Target’s or any of its Subsidiaries constitutional documents, and (iii) any agreement or instrument binding upon Target or any of its or Target’s Subsidiaries or any of its Subsidiaries’ assets except any such conflict that would not be reasonably expected to have a Material Adverse Effect. (e) A structure chart in a form agreed by the Agent showing the corporate structure of the Group (including Target and its Subsidiaries) immediately following the Acquisition. (f) A copy of the merger agreement dated as of 20 June 2007 between, inter alia, the Italian Borrower and Target. (g) A copy of the latest available audited consolidated financial statements of Target and the latest available quarterly financial statements in each case of Target.
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Target Documents. On or before the Merger Date, Company shall, or shall cause Target and its Domestic Subsidiaries to, as the case may be, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, 106 114 for each lender and its counsel) the following (except to the extent previously delivered pursuant to subsection 4.1), each, unless otherwise noted, dated the Merger Date: (i) Certified copies of the Certificate or Articles of Incorporation of each of Target and its Domestic Subsidiaries, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which Target or any of its Domestic Subsidiaries is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Merger Date; (ii) Copies of the Bylaws of each of Target and its Domestic Subsidiaries, certified as of the Merger Date by such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of Target and its Domestic Subsidiaries approving and authorizing the execution, delivery and performance of, as the case may be, the Subsidiary Security Agreements, the Subsidiary Guaranty and the Subsidiary Pledge Agreements, each certified as of the Merger Date by the corporate secretary or an assistant secretary of such Person as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of the officers of Target and its Domestic Subsidiaries executing, as the case may be, the Subsidiary Security Agreements, the Subsidiary Guaranty, and the Subsidiary Pledge Agreements;
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Target Documents. The purchase agreement to be entered among the Parent and certain sellers thereto, including all exhibits and schedules thereto, and all other agreements and documents required to be entered into or delivered pursuant thereto or in connection with the Target Acquisition, each in form and substance satisfactory to the Administrative Agent.
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Related to Target Documents

  • Project Documents In addition to any other pertinent and necessary Project documents, the following documents shall be used in the development of the Project: A. TxDOT 2011 Texas Manual of Uniform Traffic Control Devices for Streets and Highways, including latest revisions B. Texas Department of Transportation's Standard Specifications for Construction of Highways, Streets, and Bridges, 2014 or 2024, as applicable and as amended

  • 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.

  • 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.

  • 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.

  • 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 ▇▇▇▇ ▇▇▇) 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.