Xxxxxxx Documents. 00.1 The Parties hereto agree to execute any further documents and to take such further actions that may be necessary or appropriate in order to carry out the purposes of this Agreement.
Xxxxxxx Documents. At Closing, Xxxxxxx shall deliver or cause to be delivered to CBS:
(a) good standing certificates issued by the Secretary of State of Xxxxxxx’x jurisdiction of formation;
(b) a certificate executed by an officer of Xxxxxxx certifying as to resolutions of the board of directors (or equivalent governing body) of Xxxxxxx authorizing this Agreement, the Xxxxxxx Ancillary Agreements and the transactions contemplated hereby and thereby;
(c) the certificate described in Section 7.1(c);
(d) an assignment of FCC authorizations assigning the Xxxxxxx FCC Licenses from Xxxxxxx to CBS;
(e) an assignment and assumption of contracts with respect to the Xxxxxxx Station Contracts and an assignment and assumption of contracts with respect to the CBS Station Contracts;
(f) an assignment and assumption of leases with respect to the Xxxxxxx Real Property Leases and an assignment and assumption of leases with respect to the CBS Real Property Leases;
(g) special warranty deeds conveying the Xxxxxxx Owned Real Property (if any) from Xxxxxxx to CBS, together with customary owner affidavits, gap indemnities, transfer tax documents and other documents reasonably requested of Xxxxxxx by any title company retained by CBS;
(h) an affidavit of non-foreign status of Xxxxxxx that complies with Section 1445 of the Code;
(i) an assignment of marks assigning the Xxxxxxx Stations’ registered marks listed on Schedule 1.1.1
Xxxxxxx Documents. There shall occur a default or an event of default under the Xxxxxxx Documents and such default or event of default shall continue unremedied for a period of at least 90 days after the earlier of a responsible officer of a Credit Party becoming aware of such default or notice thereof by the Administrative Agent.
Xxxxxxx Documents. (a) This Agreement duly executed.
Xxxxxxx Documents. All documents to be delivered under this Agreement by the Republic shall be in the English language or accompanied by a certified English translation.
Xxxxxxx Documents. Each of the following Finance Documents in a form acceptable to the Facility Administrator, properly executed by each party thereto or issued by the appropriate person:
1.1 this Agreement;
Xxxxxxx Documents. Each of the following Finance Documents in a form acceptable to the Facility Administrator, properly executed by each party thereto or issued by the appropriate person:
1.1 this Agreement;
1.2 the Borrower Participatory Interest Pledge;
1.3 the Pledge of Headhunter FSU (Headhunter Group) Shares;
1.4 the Pledge of Headhunter FSU (Zemenik) Shares;
1.5 each Independent Guarantee.
Xxxxxxx Documents. No Co-Borrower shall amend, supplement or otherwise modify any of the terms of the Xxxxxxx Documents in a manner that would be materially adverse to the Administrative Agent of the Lenders, including with respect to the incurrence by Woodmark or Pacific of any additional liabilities or obligations thereunder or contribution of additional assets or grant of a security interest in their respective assets, without the prior written consent of the Required Lenders.
Xxxxxxx Documents. On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Chase Co- Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Effective Date:
(i) Certified copies of its Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the State of Delaware and each other state in which it is qualified as a foreign corporation to do business, each dated a recent date prior to the Effective Date;
(ii) Copies of its Bylaws, certified as of the Effective Date by its corporate secretary or an assistant secretary;
(iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement, other Loan Documents and the Union Acquisition Documents to which it is a party and approving and authorizing the consummation of the Tender Offer and the Union Merger in the manner contemplated by the Union Acquisition Documents, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) Signature and incumbency certificates of its officers executing this Agreement and the other Loan Documents;
(v) Executed originals of this Agreement and (to the extent not previously executed and delivered to Lenders) the other Loan Documents to which it is a party; and
(vi) Such other documents as Agents may reasonably request.
Xxxxxxx Documents. Pursuant to Section 7.7, Buyer shall either (i) pay in full all amounts outstanding under the "Xxxxxxx Documents" (as defined in Section 7.7), or (ii) execute and deliver appropriate amendments with respect to each of the Xxxxxxx Documents for their continuation and, in connection therewith, obtain a complete release of any personal guarantee obligations of Xxxxxxx X. Xxxxxxxxx relating to the Xxxxxxx Documents.
