Execution of Additional Agreements. In executing, or accepting the agencies created by, any additional agreement permitted by this Agreement, or the modifications of the agencies created by this Agreement, the Global Agent shall be entitled to conclusively rely upon a written opinion of counsel stating that the execution of such additional agreement is authorized or permitted by this Agreement, that all conditions precedent to such additional agreement have been satisfied and that such additional agreement constitutes the legal, valid and binding obligation of Issuer enforceable in accordance with its terms and subject to customary exceptions.
Execution of Additional Agreements. In executing, or accepting the agencies created by, any additional agreement permitted by this Agreement, or the modifications of the agencies created by this Agreement, the Exchange Administrator shall be entitled conclusively to rely upon a written opinion of counsel stating that the execution of such additional agreement is authorized or permitted by this Agreement, that all conditions precedent to such additional agreement have been satisfied and that such additional agreement constitutes the legal, valid and binding obligation of Issuer enforceable in accordance with its terms and subject to customary exceptions.
Execution of Additional Agreements. As a condition to the exercise of this Warrant and issuance of Shares hereunder, Holder agrees to execute and deliver a counterpart signature page to each of the Stockholders Agreement, and the Amended and Restated Registration Rights Agreement dated August 21, 2013, as amended from time to time, as an Investor thereunder.
Execution of Additional Agreements. In the event an Election Notice is delivered in accordance with Section 1.1, the Controlling Partnership and Holdings shall use its reasonable best efforts to execute, or to cause the other parties thereto to execute, prior to the Closing, the Exchange Agreement between the Controlling Partnership, the Group Partnerships and Holdings (the “Exchange Agreement”), the Tax Receivables Agreement between the Controlling Partnership, Holdings, KKR Management Holdings Corp. and Management Holdings (the “Tax Receivables Agreement”), the Amended and Restated Limited Partnership Agreement of the Controlling Partnership (the “Controlling Partnership LPA”) and the Amended and Restated Limited Liability Company Agreement of the Controlling Partnership GP (the “Controlling Partnership GP Agreement”), in each case substantially in the form attached as exhibits to this Agreement (together with any changes thereto as may be necessary to comply with requirements of the jurisdiction of organization of the Controlling Partnership in the event that the Controlling Partnership’s rights and obligations under this Agreement are assigned pursuant to Section 8.10).
Execution of Additional Agreements. The Controlling Partnership and Holdings shall use its reasonable best efforts to execute, or to cause the other parties thereto to execute, prior to the Satisfaction Date (it being understood that the provisions of the following agreements shall not be effective until the Effective Time), the Investment Agreement between the Controlling Partnership, the Seller and the Group Partnerships, substantially in the form attached hereto as Exhibit D (the “Investment Agreement”), the Exchange Agreement between the Seller, the Group Partnerships, Holdings and the Purchaser, substantially in the form attached hereto as Exhibit E (the “Exchange Agreement”), the Amended and Restated Limited Partnership of the Purchaser, substantially in the form attached hereto as Exhibit G (the “Purchaser LPA”), the Amended and Restated Limited Partnership Agreement of Management Holdings, substantially in the form attached hereto as Exhibit H (the “Management Holdings LPA”), the Amended and Restated Limited Partnership Agreement of Fund Holdings, substantially in the form attached hereto as Exhibit I (the “Fund Holdings LPA”),the Lock-Up Agreements, substantially in the forms attached hereto as Exhibit K (the “Lock-Up Agreement”) and the Tax Receivables Agreement between the Seller, Holdings, Management Holdings Corp. and Management Holdings substantially in the form attached hereto as Exhibit L (the “Tax Receivables Agreement”). The Controlling Partnership shall use its reasonable best efforts to execute, or to cause the other parties thereto to execute, prior to the Effective Time, the Confidentiality and Restrictive Covenant Agreement between the applicable employing entity and those persons who are members of KKR & Co. L.L.C. immediately prior to the consummation of the Restructuring Transactions, substantially in the form attached hereto as Exhibit F, and the Amended and Restated Limited Liability Company Agreement of the Controlling Partnership GP, substantially in the form attached hereto as Exhibit J (the “Controlling Partnership GP Agreement”). The Seller shall use its reasonable best efforts to execute, prior to the Satisfaction Date, the Investment Agreement, the Exchange Agreement and the Tax Receivables Agreement, substantially in the forms attached as exhibits hereto.
Execution of Additional Agreements. In consideration of all the promises, covenants, and performances set forth herein the parties shall execute and deliver the following documents:
1. Contemporaneously with their execution of this Restructure Agreement, B of A and Landlord shall execute and deliver to the other parties the Lease Modification.
2. Contemporaneously with their execution of this Restructure Agreement, SCB, B of A, and Landlord shall execute and deliver to the other parties an Assignment, Assumption, and Consent to Assignment in the form attached hereto as Exhibit 2.
3. Contemporaneously with their execution of this Restructure Agreement, SCB and Landlord shall execute and deliver to the other parties a new written lease (“SCB Lease”) in the form attached hereto as Exhibit 3. B of A is not a party to the SCB Lease and all parties acknowledge that B of A is not subject to any provisions contained in the SCB Lease.
4. Contemporaneously with their execution of this Restructure Agreement, SCB and Landlord shall execute and deliver to the other parties a Space Expansion and Tenant Improvement Agreement (“SETIA”) in the form attached hereto as Exhibit 4. B of A is not a party to the SETIA and all parties acknowledge that B of A is not subject to any provisions of the SETIA.
5. Contemporaneously with their execution of this Restructure Agreement, SCB and B of A shall execute and deliver to one another a Tenant Improvement Funding Agreement in the form attached hereto as Exhibit 5.
6. Contemporaneously with their execution of this Restructure Agreement, SCB and Landlord shall execute and deliver to one another an Agreement Creating Pre-emptive Rights in the form attached hereto as Exhibit 6.
Execution of Additional Agreements. The agreements described in Section 7 of this Agreement will have been executed and delivered to HFC and Bank.
Execution of Additional Agreements. CHS and Farmland shall negotiate and execute a Refinery Supply Agreement with respect to the production of refined energy products at Farmland's Coffeyville, KS refinery, a Grease Supply Agreement with respect to the production of grease products at Farmland's North Kansas City, MO grease plant, a Management Oversight Agreement with respect to activities of NEA's retail petroleum facilities, an Inventory Exchange/Purchase Agreement with respect to Excluded Inventory, a Terminal Throughput Agreement with respect to Farmland's terminal at Philipsburg, KS, and a Lease Agreement with respect to Farmland Transportation's use of space at the Real Property (collectively, the "Additional Agreements"). CHS and Farmland agree that they shall cooperate in good faith to ensure that all of the Additional Agreements are executed by the Closing Date, and the completion of all such Additional Agreements shall be a closing condition for each of Farmland and CHS.
Execution of Additional Agreements. By their signatures below, the Supermajority Lenders acknowledge that (i) the Administrative Agent will be executing the Amended Borrower Security Agreement and the Collateral Agency Agreement and (ii) the Issuer will be executing the Consent.
Execution of Additional Agreements. The applicable Parties shall also enter into the following agreements:
i. Planet, the Continuing LLC Owners and the Direct TSG Investors shall enter into the Registration Rights Agreement, substantially in the form attached hereto as Exhibit E (the “Registration Rights Agreement”).
ii. Planet, the Continuing LLC Owners affiliated with TSG Consumer Partners, LLC and the Direct TSG Investors shall enter into the Stockholders Agreement, substantially in the form attached hereto as Exhibit F (the “Stockholders Agreement”).
iii. Planet, Pla-Fit and the Continuing LLC Owners shall enter into the Continuing LLC Owners Tax Receivable Agreement, substantially in the form attached as Exhibit G (the “Continuing LLC Owners Tax Receivable Agreement”).
iv. Planet, Pla-Fit and the Direct TSG Investors shall enter into the Direct TSG Investors Tax Receivable Agreement, substantially in the form attached as Exhibit H (the “Direct TSG Investors Tax Receivable Agreement”).
