Ancillary Closing Documents definition

Ancillary Closing Documents means, collectively, the Assignment and Assumption of Leases, the Assignment and Assumption of Operating Agreements, the General Assignment, and the Seller’s Certificate.
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Ancillary Closing Documents means each consent, amendment to agreement, certificate, instrument or other ancillary document expressly required by this Agreement, or as the Parties may agree is necessary or appropriate, in connection with the Transactions, other than the Post-Closing EJMMF-Related Documents.
Sample 1

Examples of Ancillary Closing Documents in a sentence

  • If the Escrow Agent receives the notice referenced in clause (ii) of Section 2(a) prior to its receipt of the items referenced in clause (i) of Section 2(a), then the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the Purchaser, (ii) the Preferred Stock and Warrant to the Company and (iii) the Ancillary Closing Documents to the party that delivered the same.

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  • Each Party shall cooperate and take such actions as may be reasonably requested by any other Party in order to carry out the provisions and purposes of this Agreement and the Ancillary Closing Documents and to consummate the Transactions.

  • The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the Purchasers, (ii) the Debentures and Warrants to the Company and (iii) the Ancillary Closing Documents to the party that delivered the same.

  • The Escrow Agent is willing to act as escrow agent pursuant to the terms of this Agreement with respect to the receipt and then delivery of the aggregate purchase price (as described in Section 1.1(a) of the Purchase Agreement) to be paid by the Purchasers for the Debentures and the Warrants (the "PURCHASE PRICE") and the receipt and then delivery of the Debentures and the Warrants, together with the Ancillary Closing Documents (as defined below) and the Purchase Price, the "CONSIDERATION").

  • While no actual cash purchase price shall be paid for the Passport Transfer, the mutual covenants provided herein have been acknowledged by the Parties as sufficient consideration for this Agreement, the Ancillary Closing Documents and the Transactions.

  • Each Party hereto acknowledges that such Party has been represented by counsel in connection with this Agreement, the Ancillary Closing Documents and the Transactions.

  • The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the Purchasers, (ii) the Debentures, Warrants and Escrow Shares to the Company and (iii) the Ancillary Closing Documents to the party that delivered the same.

  • For purposes of this Agreement and the Ancillary Closing Documents, Xxxxx and Buyer, and their respective Affiliates, shall not be considered “Affiliates” of Federated or Passport (pre-Closing), and Federated and Passport (pre-Closing), and their respective Affiliates, shall not be considered “Affiliates” or Xxxxx or Buyer, by virtue of EDJones’ and Federated’s Respective Ownership Interests in Passport (pre-Closing).

  • In addition, upon the execution of this Agreement the Company shall deposit or cause to be deposited with the Escrow Agent an opinion of the Company's counsel addressed to the Purchasers in the form of Exhibit D attached to the Purchase Agreement, the executed power of attorney in the form of Exhibit F attached to the Purchase Agreement and the schedules to the Purchase Agreement (such opinion and schedules being hereinafter referred to as the "Ancillary Closing Documents").

Related to Ancillary Closing Documents

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Closing Documents means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

  • Seller Ancillary Documents means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Seller or any Affiliate of the Seller in connection with the transactions contemplated hereby, including, but not limited to the Transaction Documents.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Ancillary Agreements means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.

  • Buyer Documents has the meaning set forth in Section 5.2.

  • Bidding Documents means the set of Bidding Documents that preceded the placement of the Contract of which these GCC form a part, which were sold or issued by the Purchaser to potential Bidders, and in which the specifications, terms and conditions of the proposed procurement were prescribed.

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

  • Purchaser Documents has the meaning set forth in Section 6.2.

  • Seller Documents has the meaning set forth in Section 3.2.

  • Debt Financing Documents means the agreements, documents and certificates contemplated by the Financing, including all credit agreements, loan documents, purchase agreements, underwriting agreements, indentures, debentures and notes pursuant to which the Financing will be governed or contemplated by the Debt Commitment Letter.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.

  • Ancillary Document has the meaning assigned to it in Section 9.06(b).

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Transfer Documents shall have the meaning set forth in Section 2.1(b).

  • Operative Documents means the Purchase Agreement, the Indenture, the Trust Agreement, the Notes and the Trust Securities.

  • Related Agreements means the Deeds, each Assignment and Assumption of Lease, the Xxxx of Sale, the Assignment and Assumption Agreement, the Asset Demarcation Agreement, the Easements, the Interconnection Agreements, the Transition Services Agreement, the Release of Mortgage Indenture, the Guaranties, the Escrow Agreement and the other agreements, certificates and documents to be delivered pursuant to this Agreement.

  • Transactional Agreements means: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

  • Operating Documents are, for any Person, such Person’s formation documents, as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • RFP Documents means the following documents to be entered into by the parties to the respective agreements in connection with the supply of power:

  • Bidding Document means this document including all the appendices hereto, for the purposes of setting out the process for submission of a bid and selection of Successful Bidder in accordance with the provisions of the IB Code and shall include all supplements, modifications, amendments, alterations or clarifications thereto issued in accordance with the terms hereof;