TRS DOCUMENTS Sample Clauses

TRS DOCUMENTS. The TRS Subsidiary Loan Documents shall include an agreement in favor of Mortgagee pursuant to which the TRS Subsidiary will (i) guarantee payment of all obligations of Mortgagor under the Loan Documents and the Unsecured Indemnity Agreement to pay the Secured Indebtedness payable to Mortgagee with respect to the Loan and to perform and observe all of the terms, covenants and provisions of each of the Loan Documents and the Unsecured Indemnity Agreement, including the payment of interest that, but for the commencement of a case under the Bankruptcy Code, would accrue on such Secured Indebtedness (the “TRS Guaranteed Obligations”); (ii) grant to Mortgagee a first priority security interest in (a) any and all income, receivables, receipts, revenues, cash, profits, charges for services rendered, and other consideration of whatever form or nature received or paid to or for the account of or benefit of the TRS Subsidiary from any and all sources in connection with the operation of the TRS Subsidiary Business, whether constituting accounts, general intangibles, money or otherwise (the “TRS Subsidiary Revenues”), and (b) all property of any kind, including without limitation, all equipment and trade fixtures owned by the TRS (the “TRS Assets”), and all proceeds thereof as collateral security for the TRS Guaranteed Obligations and the TRS Subsidiary’s guaranty thereof; (iii) agree to distribute to the Borrower Account, no less frequently than monthly, all TRS Subsidiary Profits, which will become the property of Mortgagor and will become part of the Property; provided however, that upon the occurrence of and during the continuance of an Event of Default or a Lockbox Event until a Lockbox Termination Event, at such time that the TRS Subsidiary Profits accumulate to the extent that they exceed $100,000.00, Mortgagor and Manager shall cause all TRS Subsidiary Profits to be transferred (less and except reasonable reserves for anticipated operating expenses of the TRS Subsidiary, not to exceed $25,000.00), by wire transfer or the automated clearing house system, to the Lockbox Account; (iv) agree to subordinate any indebtedness of Mortgagor to the TRS Subsidiary then or later existing, together with any interest thereon, to the TRS Guaranteed Obligations. For purposes hereof, “TRS Subsidiary Profits” shall mean, for any period, TRS Subsidiary Revenues for such period minus all actual operating, renting, administrative, management, legal and other expenses of the TRS Su...
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TRS DOCUMENTS. Reports, photographs, drawings and prepared by TRS as Instruments of service are and shall the property of TRS whether the Project for which they are made executed or not. TRS shall be deemed the author of these documents and shall retaln copies for and referenceIn with the use on any phase of a project. drawings, and reports prepared by TRS, and copies thereof, shall not be used except with respect to the Project and am not to be used on any other project except by Agreement In writing providing for compensation to TRS. Submission or distribution to meet regulatory or in with the Project Is not to be construed as in derogation of TRS' reserved rights.
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Related to TRS DOCUMENTS

  • Seller's Documents At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers of the Company effective on the Closing Date; (b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jamex X. Xxxx xxxerred to in Section 14.14; (g) A written opinion of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxunsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.

  • Contractor’s Documents Any licensing and maintenance agreement, or any order-specific agreement or document, including any pre-installation, linked or “click through” agreement that is allowed by, referenced within or incorporated within the Contract whenever the Contract is used for a State procurement, whether directly by the Contractor or through a Contractor’s agent, subcontractor or reseller, is agreed to only to the extent the terms within any such agreement or document do not conflict with the Contract or applicable Minnesota or Federal law, and only to the extent that the terms do not modify, diminish or derogate the terms of the Contract or create an additional financial obligation to the State. Any such agreement or document must not be construed to deprive the State of its sovereign immunity, or of any legal requirements, prohibitions, protections, exclusions or limitations of liability applicable to this Contract or afforded to the State by Minnesota law. A State employee’s decision to choose “accept” or an equivalent option associated with a “click- through” agreement does not constitute the State’s concurrence or acceptance of terms, if such terms are in conflict with this section.

  • 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.

  • 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.

  • Financing Documents The CAC Credit Facility Documents, the Xxxxx Fargo Warehouse Documents, the Fifth Third Warehouse Documents, the Flagstar Warehouse Documents, the BMO Warehouse Documents, the 2017-3 Securitization Documents, the 2017-2 Securitization Documents, the 2017-1 Securitization Documents, the 2016-3 Securitization Documents, the 2016-2 Securitization Documents, the 2016-1 Securitization Documents, the 2015-2 Securitization Documents and the 2015-1

  • Bidding Documents The Construction Documents, the Invitation to Bid, the Instructions to Bidders, the Bid Form, and all Addenda, upon which the Bidder submits a Bid.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Agreements and Documents Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit K, executed by the Persons identified on Exhibit L and by any other Person who could reasonably be deemed to be an “affiliate” of the Company for purposes of the Securities Act; (b) the Escrow Agreement in a the form of Exhibit M; (c) the employment offer letters in substantially the form attached hereto as Exhibit N, executed by the individuals identified on Exhibit E; (d) Noncompetition Agreements in the form of Exhibit F, executed by the individuals identified on Exhibit E; (e) a Release in the form of Exhibit O, executed by the Persons identified on Exhibit P; (f) confidential invention and assignment agreements, attached hereto as Exhibit H, executed by all employees of the Company and by all consultants and independent contractors to the Company who have not already signed such agreements, including Xxxxxxx Xxxxx; (g) the statement referred to in Section 5.8(a), executed by the Company; (h) a legal opinion of Sheppard, Mullin, Xxxxxxx & Hampton LLP dated as of the Closing Date, in the form of Exhibit Q, which legal opinion shall be subject to customary qualifications; (i) a certificate executed by the Company and containing the representation and warranty of the Company that each of the conditions set forth in Sections 6.1, 6.2, 6.4 and 6.10 have been duly satisfied (the “Company Closing Certificate”); and (j) a certificate executed by the Secretary of the Company attaching and certifying the Company’s current Certificate of Incorporation, Bylaws and the resolutions of the Company’s board of directors and stockholders approving and adopting this Agreement, the Merger and the other transactions contemplated by this Agreement; (k) the Certificate of Merger, executed by the Company; (l) the Company Acknowledgments of Payment and Release; (m) a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two Business Days prior to Closing with respect to the Company; (n) a Certificate of Status of Foreign Corporation of the Company from the applicable Governmental Authority in each jurisdiction where it is required to be qualified to do business, all of which are dated within five (5) Business Days prior to the Closing; and (o) a spreadsheet (the “Closing Payment Schedule”), duly certified by an officer of the Company setting forth: (i) the Closing Date Stockholder Liability Amount; (ii) the name and address of each of the holders of the Company Capital Stock, Company Warrants and Company Options as of immediately prior to the Effective Time and the number of shares of Company Capital Stock, Company Warrants and Company Options of each class and series held by each such stockholder immediately prior to the Effective Time; (iii) the consideration that each such stockholder is entitled to receive pursuant to Sections 1.5(a), 1.6 and 1.7; and (iv) the amount to be contributed to the Escrow Fund by Parent on behalf of each Escrow Contributor pursuant to Section 1.10. (p) written resignations of all officers and directors of the Company, effective as of the Effective Time.

  • Bid Documents The terms and conditions of the Invitation to Bid attached hereto and made a part hereof as Exhibit "B" shall be incorporated herein as a part of this Agreement.

  • 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.

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