The Transaction Agreements Sample Clauses

The Transaction Agreements. From and after the date of execution hereof, EnCana and ConocoPhillips will use all commercially reasonable efforts to negotiate, in good faith, the terms and conditions of the following agreements (the “Transaction Agreements”) to be executed and delivered into escrow on or by December 15, 2006, and in any event, on the Closing Date, or such earlier date as may be required by the EnCana (Canada) Reorganization Transactions, as applicable, by the parties thereto: (a) in respect of the FCCL Oil Sands Partnership: (i) the FCCL Oil Sands Partnership Agreement; (ii) the EnCana Oil Sands Assets Contribution Agreement; (iii) the ConocoPhillips (Canada) Subscription Agreement; (iv) [REDACTED]; (v) the Administration and Operating Services (Canada) Agreement; (vi) [REDACTED]; (vii) [REDACTED]; (viii) the Diluent Supply Agreement; and (ix) the Bitumen Marketing Agreement; (b) in respect of the US Refinery LLC: (i) the US Refinery LLC Agreement; (ii) the ConocoPhillips Refinery Assets Contribution Agreement; (iii) the EnCana (US) Subscription Agreement; (iv) the EnCana (US) Subscription Note; (v) the Administration and Operating Services (US) Agreement; (vi) [REDACTED]; (vii) the Feedstock Supply Agreement; and (viii) the Refinery Products Marketing Agreement; and (c) [REDACTED]; and (d) such other agreements, documents and instruments as the Parties shall agree.
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The Transaction Agreements. Each of the Transaction Agreements has been duly authorized, executed and delivered by, and is a valid and binding agreement of, each of the Company and the Operating Partnership, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
Sample 1
The Transaction Agreements. In order to effect certain of the ---------- transactions contemplated by this Agreement, the following agreements (together with the Financing Agreements, collectively, the "Transaction Agreements") have been, or will be, entered into by the Persons referred to below: (a) The Stockholders Agreement of even date herewith (the "Stockholders Agreement") among Holdings, the Purchasers, the Management Stockholders named therein (the "Management Stockholders") and the other parties thereto. (b) The Non-Competition Agreements of even date herewith between the Company and Persons included in the Senior Management Non-Competition Agreement, the Management Non-Competition Agreement, the Xxxxx Non- Competition Agreement, the Stockholder Agreement for Protection of Proprietary Interests with certain stockholders and former stockholders of Holdings, and the Stockholder Non-Competition Agreement with Xxxxxx Xxxxxx and certain members of his family and trusts for their benefit, respectively. (c) The 1997 Stock Option Plan of the Company (the "Option Plan"). (d) The stock options to be granted by the Company under the Option Plan to certain Management Stockholders. (e) The Credit Agreement of even date herewith (the "Credit Agreement") among First Bank National Association, as agent and lender (the "Bank"), the other lenders parties thereto, and Omega, Home Crest Corporation and Panther Transport, Inc. as borrowers and the other Loan Documents as defined therein. (f) The Certificate of Merger of even date herewith (the "Merger Certificate") of the Company and Holdings to be filed with the Secretary of State of Delaware, pursuant to which the Company will be merged with and into Holdings and following which Holdings shall be the surviving corporation (the "Merger"). (g) The Merger Agreement. (h) The promissory note of even date herewith in the principal amount of $3,000,000 (the "Indemnity Note") issued by Holdings pursuant to the Merger Agreement. (i) The irrevocable standby letter of credit of even date herewith in the stated amount of $3,000,000 (the "Indemnity Note Letter of Credit") issued by the Bank pursuant to the Credit Agreement. (j) The Senior Subordinated Bridge Loan Agreement (the "Bridge Loan Agreement") of even date herewith and the Transaction Documents as defined therein. (k) The Management Investor Subscription Agreement of even date herewith (the "Management Subscription Agreement") between Holdings and each of Xxxxx Xxxxxxxx, Xxx Xxxxxxx, Xxxx Xxxxx, X...
Sample 1
The Transaction Agreements. Each of the Transaction Agreements has been duly authorized by the Company and the Subsidiaries, to the extent a party thereto, and, at the First Closing date, will have been executed and delivered by the Company and the Subsidiaries, to the extent a party thereto, and will constitute a legally valid and binding obligation of the Company and the Subsidiaries, to the extent a party thereto, enforceable against the Company and the Subsidiaries, to the extent a party thereto, in accordance with its terms, except in each case as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity), and with respect to indemnification thereunder, except as rights may be limited by applicable law or policies underlying such law.
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The Transaction Agreements. The following are summaries of the material terms of the Merger Agreement, the Confidentiality Agreement (as defined below) and the Retention Agreements (as defined below). They have been included to provide investors and stockholders with information regarding the terms of such agreements. The following summaries do not purport to be complete and are qualified in their entirety by reference to the definitive agreements themselves, which have been filed as exhibits to the Schedule TO (or in case of the Retention Agreements, by Momenta to the Schedule 14D-9). Momenta stockholders and other interested parties should read the Merger Agreement, the Confidentiality Agreement and the Retention Agreements in their entirety for more complete descriptions of the terms summarized below. The Merger Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 8—“Certain Information Concerning Xxxxxxx & Xxxxxxx and Purchaser”. The Merger Agreement and the summary included below are not intended to provide any factual information about Momenta, its stockholders or executives, Xxxxxxx & Xxxxxxx or Purchaser, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties to the agreements and may be subject to qualifications and limitations agreed upon by the parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and described in the following summary, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and to reports and documents filed with the SEC, and in some cases were qualified by disclosures set forth in a confidential disclosure letter that was provided by Momenta to Xxxxxxx & Xxxxxxx and Purchaser but is not filed with the SEC as part of the Merger Agreement. Investors and stockholders are not third party beneficiaries under the Merger Agreement. Accordingly, investors an...
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The Transaction Agreements 
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Related to The Transaction Agreements

  • 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.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • 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.

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary 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.

  • 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.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • Operative Documents On or before the Closing Date, each of the Operative Documents to be delivered at the Closing shall have been duly authorized, executed and delivered by the parties thereto in substantially the form attached as an Exhibit hereto, shall each be in full force and effect, and executed counterparts of each shall have been delivered to each of the parties hereto.

  • The Transactions (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount, and may in its sole discretion, with respect to the Uncommitted Amount, from time to time, enter into Transactions with an aggregate Purchase Price for all Purchased Assets acquired by Buyer and subject to outstanding Transactions at any one time not to exceed the Maximum Aggregate Purchase Price. Notwithstanding anything contained herein to the contrary, Buyer shall have the obligation to enter into Transactions with an aggregate outstanding Purchase Price of up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount; provided that Buyer shall provide Seller with at least ten (10) Business Days’ prior written notice before exercising its discretion to cease entering into Transactions with Seller for all or any portion of the Uncommitted Amount. Unless otherwise agreed to between Buyer and the Seller in writing, all purchases of Eligible Loans subject to outstanding Transactions at any one time shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up the Uncommitted Amount. Buyer shall not have the right, however, to terminate any Transactions with respect to the Uncommitted Amount after the Purchase Date until the related Repurchase Date. Unless otherwise agreed, with respect to any Loan other than a Wet-Ink Loan, the Seller shall request that Buyer enter into a Transaction with respect to any Purchased Asset by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”):

  • Acquisition Agreement Trade Republic acquires Securities outside of Germany if (1) Trade Republic, as a commission agent, executes buy orders in German domestic or foreign Securities outside of Germany or (2) Trade Republic, as a commission agent, executes buy orders in foreign Securities that are traded on the exchange or OTC in Germany but are usually acquired outside of Germany.

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