Transaction Documents and Deliveries Sample Clauses

Transaction Documents and Deliveries. (a) In addition to this Agreement, certain other Contracts or documents that reflect the business arrangement among the Parties regarding portions of the Transactions are being Signed by the Parties on the Effective Date and will become effective at the Closing. These documents, which are referred to with this Agreement as the “Transaction Documents,” are attached as Exhibits to this Agreement, as follows: A Assignment and Assumption Agreement B Services Agreement C Non-Competition Agreement The Transaction Documents that the Parties are required to Sign on the Effective Date will be released by the Signing Parties for delivery at the Closing. (b) The Company Parties have Signed and delivered the Disclosure Letter to the Buyer. The Disclosure Letter constitutes an integral part of, and is incorporated by reference into, this Agreement. For purposes of the Disclosure Letter, any item disclosed in any Section of the Disclosure Letter is deemed to be fully disclosed with respect to all parts of the Disclosure Letter to which that specific item may be relevant, but only to the extent that it is reasonably clear on the face of the Disclosure Letter. (c) At the Closing, the Parties shall deliver the Closing Documents, which will be in form and substance mutually agreeable to the Parties. The Parties’ respective obligations to do so will be conditioned on, and will depend upon, the performance by each other Party of such Party’s respective obligations under this Agreement. (d) At the Closing, the Company Parties shall deliver or cause to be delivered the following: (i) Possession of the Acquired Assets to the Buyer; (ii) The Assignment and Assumption Agreement, Signed by a Managerial Official of the Company, and Signed bills of sale, certificates of title, instruments of assignment and other conveyance documents, dated the Closing Date, transferring to the Buyer all right, title and interest in and to the Acquired Assets, free and clear of all Liens; (iii) The Services Agreement, Signed by a Managerial Official of the Company; (iv) The Non-Competition Agreement, Signed by a Managerial Official of the Company and each of the Former Owners; (v) A certificate, dated as of the Closing Date and Signed by each Former Owner and by a Managerial Official of the Company, certifying to the fulfillment of the conditions set forth in Sections 3.2(a) and (b) of Appendix B; (vi) A certificate, dated as of the Closing Date and Signed by a Managerial Official of the Company, cert...
Sample 1

Related to Transaction Documents and Deliveries

  • 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.

  • 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.

  • 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 Borrower shall fully perform in all material respects all of its obligations under all Acquisition Documents, and shall enforce all of its rights and remedies thereunder as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would have a Material Adverse Effect upon, the full enforcement of all indemnification rights under all the Acquisition Documents. Borrower shall not, without Administrative Agent's prior written consent, modify, amend, supplement, compromise, satisfy, release or discharge any material provision of the Acquisition Documents, any material collateral securing the same, any Person liable directly or indirectly with respect thereto, or any material agreement relating to the Acquisition Documents or the collateral therefor. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents to the extent such claims in the aggregate exceed $100,000.00, and shall diligently pursue such right and report to Administrative Agent on all further developments with respect thereto. If an Event of Default then exists, Borrower shall remit directly to Administrative Agent, for application to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower as indemnification or otherwise pursuant to the Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any of the Acquisition Documents, or if an Event of Default then exists, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the Acquisition Documents or to make any payment thereunder, or to make any inquiry as to the sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any property.

  • 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.

  • 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.

  • 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.

  • 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.

  • Delivery of Transaction Documents The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

  • Authorization Documents For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.