Buyer Ancillary Document definition

Buyer Ancillary Document means each agreement, document or certificate to be delivered by Buyer at Closing pursuant to Section 2.3(c).
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Buyer Ancillary Document means any deed, public instrument, certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by Buyer or any Affiliate of Buyer in connection with the Acquisition pursuant to this Agreement.
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Buyer Ancillary Document means any certificate, agreement, document or other instrument, other than this Agreement, to be executed or delivered by Buyer in connection with the transactions contemplated hereby.
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Examples of Buyer Ancillary Document in a sentence

  • Inaccuracy in any material respect at the time made or deemed to be made of any representation, warranty, certification, or other statement made herein or in any Buyer Ancillary Document, in the case of Buyer, or Seller Ancillary Documents, in the case of Seller, which representation, warranty, certification or other statement is not cured within thirty (30) days after receipt of notice thereof.

  • When executed and delivered by each of the Buyer Entities party thereto, each Buyer Ancillary Document will constitute a valid and binding obligation of such Buyer Entity, enforceable against such Buyer Entity in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

  • The provisions of this Article VII shall apply to any claim for breach of any covenant, representation, warranty, or other provision of this Agreement or any Buyer Ancillary Document or Seller Ancillary Document, as the case may be (other than a claim for specific performance or injunctive relief), with the intent that all such claims shall be subject to the limitations and other provisions contained in Article VII.

  • There is no Action pending or, to Buyer’s knowledge, threatened against or affecting Buyer which would reasonably be expected to, individually or in the aggregate, prevent or materially delay or impair or otherwise materially and adversely affect Buyer’s ability to perform its obligations under this Agreement or any Buyer Ancillary Document or otherwise materially impede, prevent or delay the consummation of the transactions contemplated by this Agreement or the Buyer Ancillary Documents.

  • Buyer has all necessary corporate power and authority to enter into this Agreement and each Buyer Ancillary Document, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement.

  • Subject to Section 6.3 and Section 9.2, the Buyers shall, jointly and severally, hold harmless, indemnify and defend Seller from and against any Loss resulting from breaches of any or all of the Buyers’ representations, warranties and covenants in this Agreement or in any Buyer Ancillary Document, excluding the Amended and Restated Master Agreement, the Amended and Restated Management Agreements and the Amended and Restated MPA.

  • The representations and warranties of Buyer set forth in this Article 5, the certificate to be delivered pursuant to Section 7.1(c) or in any Buyer Ancillary Document are the only representations and warranties of or on behalf of Buyer with respect to the subject matter of this Agreement or any Buyer Ancillary Document or the transactions contemplated hereby or thereby.

  • The execution, delivery and performance of this Agreement and each Buyer Ancillary Document and the consummation of the transactions contemplated by this Agreement and the Buyer Ancillary Documents have been duly authorized by all necessary corporate action on the part of the Buyers.

  • Except as expressly set forth in this Article 5, the certificate to be delivered pursuant to Section 7.1(c) or in any Buyer Ancillary Document, Buyer makes no representation or warranty of any kind, nature or description, express or implied, in connection with the transactions contemplated hereby.

  • No representation or warranty made herein by the Buyer or Holdings, nor in any statement, certificate or instrument to be furnished to the Sellers by the Buyer or Holdings pursuant to any Buyer Ancillary Document or Holdings Ancillary Document contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements and information contained herein or therein not misleading.


More Definitions of Buyer Ancillary Document

Buyer Ancillary Document means the certificate contemplated under Section 7.2(c).
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Buyer Ancillary Document means the certificate contemplated under Section 7.2(c) and the Guaranty that is attached immediately following the signature page hereto.
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Buyer Ancillary Document means the certificate delivered pursuant to Section 8.2(c). “Buyer Releasing Parties” is defined in Section 6.19(a).
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Related to Buyer Ancillary Document

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

  • 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.

  • Seller Ancillary Documents means each agreement, document, instrument or certificate to be delivered by Seller, or its Affiliates, at the Closing pursuant to Section 3.2 and each other document or Contract entered into by Seller, or its Affiliates, in connection with this Agreement or the Closing.

  • 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 Contracts, 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.

  • Ancillary Agreement has the meaning set forth in the Separation Agreement.

  • 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.

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

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

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

  • 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.

  • Transaction Agreement has the meaning set forth in the recitals.

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

  • Buyer Party means each of (i) the Buyer and (ii) each Affiliate of the Buyer that is a party to a Transaction Agreement.

  • Transfer Document means a document substantially in the form of Exhibit E to the Sale and Servicing Agreement.

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

  • 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;

  • Buyer Parties means Buyer, Owner, the Lenders and each of their Affiliates and all of their respective directors, officers, agents, advisors, engineers, contractors, consultants, representatives, assigns, employees and any other Person acting on behalf of any of them or in representation, interest, benefit thereto.

  • Ancillary Assets means sovereign debt in the currency of denomination of the ETP Securities with an original maturity of less than one month which is rated at least A-1 by Standard & Poor's Ratings Services, and/or P-1 by Moody's Investors Service Ltd. and/or F1 by Fitch Ratings Limited.

  • Buyer has the meaning set forth in the preamble.

  • Buyer Data means all data, records, files, information or content, including text, sound, video, images and software, that is (a) input or uploaded by Buyer or its Users to or collected, received, transmitted, processed, or stored by Buyer or its Users using the Software or SaaS Service in connection with this Agreement, or (b) derived from (a). Buyer Data is Confidential Information of Buyer.

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

  • Other Transaction Documents means the Transaction Documents other than this Agreement.

  • Operative Document means each of the Participation Agreement, the Trust Indenture, the Trust Indenture Supplement covering the Aircraft, the Secured Certificates, the Purchase Agreement (insofar as it relates to the Aircraft), the Consent and Agreement and the Guarantee.

  • T E Document means Tender Enquiry Document