Value Letter Sample Clauses

Value Letter. A letter (the "Value Letter") to be obtained by Buyer at Buyer's expense with respect to the reasonableness of the allocation of the purchase price among the transactions being entered into as of the date hereof between Buyer and Seller and/or Seller's Affiliates issued by Bear Steaxxx;
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Value Letter. 17 4.3.1.5 Opinion of Buyer's Counsel.............................17 4.3.1.6 Stock Agreement........................................17 4.3.1.7 [Intentionally Omitted]................................17 4.3.1.8 Liquor License Management Agreement....................17 4.3.1.9 PUD Cooperation Agreement..............................17 4.3.1.10 [Intentionally Omitted]................................17 4.3.1.11 [Intentionally Omitted]................................17 4.3.1.12 Closing Certificate....................................17 4.3.1.13 The Assignment and Assumption of Tenant Leases.........17 4.3.1.14 The General Assignment and Assumption Agreement........17 4.3.1.15 Transfer Tax Forms.....................................17 4.3.1.16 Other..................................................17 4.4 Seller's Deliveries to Buyer....................................17 4.4.1 Tenant Leases/Tenant Deposits..........................18 4.4.2
Sample 1
Value Letter. 16 4.3.1.5 Opinion of Buyer's Counsel............................17 4.3.1.6 Stock Agreement.......................................17 4.3.1.7 Assignment and Assumption of Ground Lease.............17 4.3.1.8 Liquor License Management Agreement...................17 4.3.1.9 [Intentionally Omitted]...............................17 4.3.1.10 [Intentionally Omitted]...............................17 4.3.1.11 [Intentionally Omitted]...............................17 4.3.1.12
Sample 1
Value Letter. 16 4.3.1.5 Opinion of Buyer's Counsel 16 4.3.1.6 Stock Agreement 16 48 4.3.1.7 [Intentionally Omitted] 16 4.3.1.8 Liquor License Management Agreement 16 4.3.1.9 [Intentionally Omitted] 16 4.3.1.10 [Intentionally Omitted] 16 4.3.1.11 [Intentionally Omitted] 16 4.3.1.12
Sample 1

Related to Value Letter

  • Side Letter The letter from the Borrower to the Agent dated July 17, 2000 that was executed in connection with the Second Amendment shall remain in full force and effect and shall be a Loan Document.

  • Acquisition Agreement The Administrative Agent shall have received a fully executed or conformed copy of the Acquisition Agreement which shall be in full force and effect.

  • Indemnity Agreement The Indemnity Agreement Regarding Hazardous Materials made by the Borrower and Guarantors, in favor of the Agent and the Lenders, as the same may be modified, amended or ratified, pursuant to which each of the Borrower and the Guarantors agrees to indemnify the Agent and the Lenders with respect to Hazardous Substances and Environmental Laws.

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Private Letter Ruling If Lessee or any of its Affiliates decides to pursue a request for a PLR, determination letter, Pre-Filing Agreement or other written guidance from the IRS (the “IRS Guidance”) with respect to any aspect of the transactions contemplated by this Agreement or any of the other Transaction Documents or in relation to the Facility, the Parties shall consider in good faith and make such amendments to this Agreement as may be necessary to permit Lessee to obtain the IRS Guidance. Neither Party shall be required to agree to any such amendment that it reasonably determines, in good faith, is adverse to such Party in any material respect; provided that Lessor shall not withhold its agreement to any such amendment if Lessee has agreed to fully compensate Lessor for any adverse economic effect on Lessor resulting from such amendment and such amendment would not cause any material adverse effect on Lessor for which it cannot adequately be compensated by Lessee.

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • 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.

  • Letter of Representations Notwithstanding anything to the contrary in this Indenture or the Series Supplement, the parties hereto shall comply with the terms of each Letter of Representations applicable to such party.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • No Action Except Under Specified Documents or Instructions The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Transaction Documents and (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.3.

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