Member Ancillary Documents definition

Member Ancillary Documents means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Members or any Affiliate of the Members in connection with the transactions contemplated hereby.
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Member Ancillary Documents means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by any Member or any Affiliate of any Member in connection with the Transactions.
Sample 1Sample 2

Examples of Member Ancillary Documents in a sentence

  • No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Companies or the Member in connection with the execution, delivery or performance of this Agreement, the Member Ancillary Documents or the Company Ancillary Documents or the consummation of the transactions contemplated thereby.

  • No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or the Members in connection with the execution, delivery or performance of this Agreement or the Member Ancillary Documents, or the consummation of the transactions contemplated hereby or thereby.

  • This Agreement and each of the Member Ancillary Documents have been duly executed and delivered by the Member and constitute the valid and binding agreements of the Member, enforceable against the Member in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

  • This Agreement, the Schedules and Exhibits attached hereto, and the Purchaser Ancillary Documents and the Member Ancillary Documents executed pursuant hereto supersede all - 28 - negotiations, agreements and understandings among the Parties with respect to the subject matter hereof (including that certain letter of intent dated November 16, 2023) and constitute the entire agreement among the Parties with respect hereto (and thereto).

  • The execution, delivery and performance of this Agreement and the Member Ancillary Documents by the Members and the consummation of the Transactions have been duly authorized by all required action on the part of the Members.

  • No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Purchaser in connection with the execution, delivery or performance of this Agreement or the Member Ancillary Documents, or the consummation of the Transactions, provided, however, no warranty is made with respect to any Xxxx-Xxxxx-Xxxxxx filing, each party having made its own independent analysis and concluded not filing is required.

  • The execution and delivery of this Agreement and the Member Ancillary Documents by each of the Members and the performance by such Party of such Party's obligations hereunder and thereunder and the consummation of the transactions provided for herein and therein have been duly and validly authorized by such Party acting in a fiduciary, representative or corporate capacity (if applicable).

  • There are no suits, litigations, actions, claims, arbitrations, proceedings or investigations pending or, to the knowledge of such Member, threatened against, relating to or involving such Member which would reasonably be expected to adversely affect such Member’s ability to consummate the transactions contemplated by this Agreement or the Member Ancillary Documents to which it is a party.

  • Other than the representations and warranties contained in this Article IV, the Seller Ancillary Documents or the Member Ancillary Documents, neither Seller nor any of the Members makes any representation or warranty, express or implied, at law or in equity, in respect of any of Seller's assets (including the Assets), liabilities (including the Assumed Liabilities), or operations or as to the Business and any such other representations or warranties are hereby disclaimed.

  • Except for filings pursuant to the HSR Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company, any Subsidiary or any Member in connection with the execution, delivery or performance of this Agreement or the Member Ancillary Documents, or the consummation of the transactions contemplated hereby or thereby.

Related to Member Ancillary Documents

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

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

  • 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.

  • 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.

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

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

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

  • 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.

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

  • 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.

  • Member Agreement means collectively the Membership and Account Agreement and any other account information provided to you by us from time to time.

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

  • 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.

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

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

  • 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.

  • Purchaser Disclosure Letter means the Purchaser Disclosure Letter attached hereto, dated as of the date hereof, delivered by Purchaser in connection with this Agreement.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Related Transactions Documents means the Loan Documents, and all other agreements or instruments executed in connection with the Related Transactions.

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

  • 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.