Additional Agreements and Documents Clause Samples

Additional Agreements and Documents. The Borrower agrees to execute and deliver such other agreements and documents as the Agent or the Concentration Bank may reasonably request, in form and substance reasonably satisfactory to the Agent or Concentration Bank, to carry out or to confirm the provisions of this Agreement.

Additional Agreements and Documents. (a) Aladdin and Northwind agree that the following agreements are being or will be executed and delivered: (i) an Energy Service Agreement (as executed and as it may be amended, restated, modified, or supplemented and in effect from time to time, the "Energy Service Agreement") between Aladdin and Northwind pursuant to which Northwind shall provide to the Aladdin Project Services produced by the Plant and (ii) a Lease (as executed and as it may be amended, restated, modified, or supplemented and in effect from time to time, the "Northwind Lease") between Aladdin and Northwind for the lease to Northwind of the portion of the Aladdin Lands on which the Plant shall be constructed and operated. (b) Aladdin and Northwind acknowledge that they intend to be parties, along with the Mall Owner and the Sound Asylum Owner, to a Reciprocal Easement Agreement, pursuant to which all such entities shall grant to each other easements with respect to their respective interests in the Aladdin Lands (such agreement, as executed and as it may be amended, restated, modified, or supplemented and in effect from time to time, being herein referred to as the "Reciprocal Easement Agreement"). Each of Northwind and Aladdin agrees that they shall use their best efforts to cause such agreement to be finalized, executed and delivered within one hundred (100) days following the date of execution of this Agreement.

Additional Agreements and Documents. If Parent has not made the Cash Election, in addition to the agreements and documents referred to in Section 6.6 above, Parent and the Company shall have received the following additional agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit C-1, executed by the Persons identified on Exhibit C-2 and by any other Person who could reasonably be deemed to be an "affiliate" of the Company for purposes of the Securities Act; (b) a legal opinion of ▇▇▇▇▇▇ Godward LLP (or, if ▇▇▇▇▇▇ Godward LLP for any reason does not render such legal opinion, a legal opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ PLLP dated as of the Closing Date, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, such counsel may rely upon the tax representation letters referred to in Section 5.9); (c) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date, confirming that Parent may account for the Merger as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; and (d) a letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, dated as of the Closing Date, confirming that no transaction entered into by the Acquired Corporations, and no other fact or circumstance relating to the Acquired Corporations, will prevent Parent from accounting for the Merger as a "pooling of interests" in accordance with generally accepted principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC.

Additional Agreements and Documents. The parties agree to execute additional agreements as required to fully execute the intent of this agreement.

Additional Agreements and Documents. On the Execution Date, (A) the Company shall deliver to each Purchaser: (1) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement") and (2) executed Transfer Agent Instructions, in the form of Exhibit D, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), (B) the Company will deliver to Kenilworth, LLC an executed Guaranty and Pledge Agreement, dated the date hereof, among the Company, Bazaar and Kenilworth LLC, in the form of Exhibit C (the "Pledge Agreement"), (C) each Purchaser shall deliver an executed Registration Rights Agreement and (D) Kenilworth, LLC will deliver an executed Pledge Agreement.

Additional Agreements and Documents. 3.1 Simultaneously with the signature of this Agreement, the parties hereto shall execute the Shareholders' Agreement by and among the Company, the Original Shareholders as such is set forth and defined therein and the Purchaser (the "SHAREHOLDERS' AGREEMENT"). 3.2 It is specifically clarified and agreed that if this Agreement shall be terminated, the Shareholders' Agreement and the Distribution Agreement dated September 6, 2005 between the Company and the Purchaser (the "DISTRIBUTION AGREEMENT") shall each be terminated automatically. 3.3 Upon the signature of this Agreement the Company shall deliver to the Purchaser the following documents: 3.3.1 Copy of a resolution of the Company's Board of Directors approving the signature and execution of this Agreement, the Shareholders' Agreement and the Distribution Agreement (collectively, the "TRANSACTION AGREEMENTS") and empowering Hanoch Kaftzan to sign all the Transaction Agreements in the name and on behalf of the Company.

Additional Agreements and Documents. (a) The Company and each other Borrower hereby agree to negotiate in good faith and execute as promptly as possible and in any event by no later than November 16, 2001, at their sole cost and expense, such additional documents and agreements as may be necessary or desirable, in the reasonable judgment of counsel to the Lenders, to create and perfect security interests or rights of setoff in favor of the Lenders in (x) the cash of the Subsidiaries of the Company located outside of the United States (other than those Subsidiaries located in the People's Republic of China, Taiwan, Singapore, Thailand and Brazil), to the extent that the aggregate amount of such cash exceeds $5,500,000, and (y) other personal property of the Foreign Borrowers (other than the U.K. Term Borrower) (to the extent that granting and perfecting such security interests is reasonably practicable without undue expense), in each case, to secure the Obligations of the Foreign Borrowers (other than the U.K. Term Borrower). (b) The Company agrees to execute and deliver leasehold mortgages prepared by counsel to the Lenders that may be necessary or desirable in the reasonable judgment of counsel to the Lenders to create and perfect security interest in certain leasehold interests of the Company, if any, as to which the Administrative Agent shall have requested such leasehold mortgages; provided, that the effectiveness of such leasehold mortgages shall be subject to obtaining landlord consent, to the extent required under the applicable lease or leases, which the Borrower agrees to use its commercially reasonable efforts to obtain as promptly as practicable. (c) The Company acknowledges and agrees that the failure of the Company or any other Obligor to perform or observe the terms of this Section 4 shall constitute an Event of Default under to Section 8.1.4

Additional Agreements and Documents. Customer agrees to execute and deliver such other agreements and documents as Secured Party or Depository Bank may reasonably request, in form and substance reasonably satisfactory to Secured Party or Depository Bank, to carry out or to confirm the provisions of this Agreement.

Additional Agreements and Documents. 42 6.8 FIRPTA Compliance.................................................42