ANCILLARY DOCUMENTATION Sample Clauses

The Ancillary Documentation clause defines the requirement for additional documents that support or supplement the main agreement. This clause typically specifies what types of documents are considered ancillary, such as technical specifications, schedules, or user manuals, and may outline the process for their creation, approval, or amendment. Its core function is to ensure that all necessary supporting materials are formally recognized as part of the contractual relationship, thereby reducing ambiguity and ensuring that both parties have a clear understanding of all obligations and requirements.
ANCILLARY DOCUMENTATION. 12.1 The Purchaser acknowledges that the Constitution and Rules of the Home Owners’ Association, which inter alia deal with the control and administration of the Olivewood Private Estate & Golf Club ("the Estate”) and the Architectural Guidelines dealing with the requirements for improvements of the Property, have been made available to and/or discussed with him/her and that he/she has acquainted himself/herself with the conditions therein and acknowledges that these documents/discussions form an integral part of this Agreement of Sale and as such shall be binding upon the Purchaser. 12.2 The Purchaser acknowledges that the Estate site is recognised as being of Special Interest in environmental terms and that an Environmental Management Plan for the Construction Phase of the Estate (“EMP”) sets out the guidelines that are to be followed by the building contractors building on the Estate. The Purchaser notes that the EMP will be strictly enforced, and, to that end, the Developer has engaged the services of a full time Environmental Control Officer (“ECO”) who is empowered to issue instructions to a contractor to take measures to remedy damage to the environment and / or stop building works, or part of it, in circumstances described in the EMP. The EMP and the ECO’s decisions and instructions will be binding upon the Purchaser as a Member of the Association. 12.3 The Purchaser further acknowledges that his attention has been drawn to the Constitution and Rules of the Olivewood Private Estate & Golf Club in final draft form together with all annexures thereto that is available for inspection at the Offices of the Developer at the Estate. The Purchaser also acknowledges that the Constitution and Rules of the Golf Club do not form a part of this Agreement of Sale and as such it shall be incumbent on the Purchaser to familiarise himself with these documents before applying for Membership of the Golf Club.
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ANCILLARY DOCUMENTATION. Purchaser and Seller covenant and agree that they shall diligently and in good faith, during the Examination Period, negotiate and attempt to agree upon the terms of the following instruments, which will be delivered at or before Closing in accordance with the terms hereof: 1. An agreement (the “Right of First Offer Agreement”) to be recorded at Closing in the public records of ▇▇▇▇▇▇ County, Maryland, which shall provide the Purchaser a right of first offer with respect to the sale of any parcel out of the Seller’s Remainder Property which is now or hereafter may be zoned for or otherwise entitled to be developed as a multifamily rental apartment project (including, without limitation, Parcels E and D described on Exhibit J hereto) (collectively, the “ROFO Property”), in accordance with the terms and provisions hereafter set forth: (A) The Right of First Offer Agreement shall continue in full force and effect from the Closing Date until the earlier to occur of (x) the date that is five (5) years thereafter and (y) the date upon which Seller no longer holds any fee interest in any portion of the Seller’s Remainder Property (the “ROFO Term”), at which point the Right of First Offer Agreement shall automatically terminate. If any ROFO Property is sold in more than one (1) conveyance, Purchaser shall have a Right of First Offer with respect to each separate conveyance. (B) If, prior to the end of the ROFO Term, Seller elects to sell, transfer, exchange or otherwise dispose of, to any third party, any or all of the ROFO Property, then Seller shall give Purchaser written notice of such election (the “Offer Notice”). The Offer Notice will set forth a description of the ROFO Property, or portions thereof (the “Offered ROFO Property”) potentially being transferred, together with the proposed sales price and all other material terms and conditions of the proposed sale. Purchaser shall then have ten (10) business days from the date of the Offer Notice to give Seller written notice that it shall purchase the ROFO Property upon the terms set forth in the Offer Notice by executing and returning the Offer Notice (the “Offer Notice Acceptance Period”). If Purchaser accepts Seller’s offer contained in the Offer Notice, Purchaser and Seller shall use good faith, diligent, and commercially reasonable efforts to enter into a written agreement for the purchase and sale of the Offered ROFO Property (which agreement shall be based upon the terms and conditions set forth in the ...
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ANCILLARY DOCUMENTATION. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and, where applicable, fully executed by all parties thereto: (i) certificates of insurance naming the Administrative Agent as loss payee or lender’s loss payable with respect to property insurance, or additional insured with respect to liability insurance, and covering the Loan Parties’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (ii) a secretary’s certificate from each Loan Party certifying and appending such Loan Party’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Loan Documents to which such Person is a party; (iii) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date all conditions precedent set forth in this Section 3.1 have been met or waived; (iv) certificates of status or good standing for each Loan Party in the jurisdiction in which each such Person is organized, which certificates shall be (A) dated as of a recent date or (B) otherwise effective on the Closing Date; and (v) a legal opinion of (i) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, LLP as outside counsel to the Loan Parties, covering such matters of New York law, Delaware law and Texas law as the Administrative Agent shall reasonably request and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇ LLP as outside counsel to the Loan Parties, covering such matters of Louisiana law as the Administrative Agent shall reasonably request.
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ANCILLARY DOCUMENTATION. To the extent available, the Administrative Agent shall have received the documents required to be delivered to the Administrative Agent pursuant to Section 4.3 hereof.
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ANCILLARY DOCUMENTATION. The Client covenants to execute or procure the execution of the additional documentation specified in Part VI of the Schedule in the form stipulated by BNY
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ANCILLARY DOCUMENTATION. 24.1 The Purchaser acknowledges that his attention has been drawn to the fact that there exists or shall exist a number of important and related agreements and documents in connection with the Association, which inter alia deal with the control and administration of the Estate and the architectural and building requirements for improvements on the Property, all of which will be binding upon the Purchaser as a member of the Association. 24.2 These documents include the following: 24.2.1 Constitution of the Homeowners Association; 24.2.2 The Architectural and Landscape Design Guidelines ; 24.2.3 The Association’s Estate Rules and Regulations.
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Related to ANCILLARY DOCUMENTATION

  • Ancillary Documents (a) Project Co shall not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 27.3, 49.3 and 50.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default); (ii) make or agree to any amendment, restatement or other modification or exercise any of its rights under any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i), without the prior written consent of Contracting Authority, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 49.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

  • Closing Documentation The Parent shall have received the --------------------- following documents, agreements and instruments from the Company: (i) an opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich LLP, dated the Closing Date and addressed to the Parent and Newco, in substantially the form of Exhibit F hereto; --------- (ii) certificates dated as of a recent date from the Secretary of State of the States of Delaware and any other applicable states to the effect that each of the Company and its Subsidiaries is duly incorporated and in good standing in such state and stating that the Company and its Subsidiaries owes no franchise taxes in such state and listing all documents of the Company and its Subsidiaries on file with said Secretary of State; (iii) a copy of the Certificate of Incorporation of the Company, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware; (iv) evidence, reasonably satisfactory to the Parent, of the authority and incumbency of the persons acting on behalf of the Company in connection with the execution of any document delivered in connection with this Agreement; (v) Uniform Commercial Code Search Reports on Form UCC-11 with respect to the Company and its Subsidiaries from the states and local jurisdictions where the principal place of business of the Company and its Subsidiaries and their respective assets are located, the search reports of which shall confirm compliance with Section 3.15 (and Schedule thereto) of this Agreement; (vi) the corporate minute books and stock record books of the Company and its Subsidiaries; (vii) estoppel letters of lenders to the Company, in form and substance reasonably satisfactory to the Parent, with respect to amounts (including any pre-payment penalties) owing by the Company as of the Closing; and (viii) such other instruments and documents as the Parent shall reasonably request not inconsistent with the provisions hereof.

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

  • Ancillary Agreement Any written agreement of the Lessee to which the Lessor is a party or to which the Lessor has consented in writing entered into on or prior to the Delivery Date or any date thereafter in connection with the transactions contemplated by the Operative Agreements, as such agreement may be amended and supplemented from time to time with the consent of the Lessor and delivered to the Owner Trustee, the Indenture Trustee, the Pass Through Trustee, the Subordination Agent, each Liquidity Provider and the Owner Participant. Ancillary Agreement I. The Ancillary Agreement I (Federal Express Corporation Trust No. N676FE), dated the Delivery Date, among the Lessee, the Owner Trustee, not in its individual capacity, but solely as Owner Trustee, the Owner Participant and the Indenture Trustee not in its individual capacity, but solely as Indenture Trustee, as originally executed or as amended, modified or supplemented with the consent of all the parties thereto.

  • Related Agreements Any agreement related to this Plan shall be in writing and shall provide that: (i) such agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the Independent Trustees or by a vote of the holders of a “majority” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class C voting shares; (ii) such termination shall be on not more than sixty days’ written notice to any other party to the agreement; (iii) such agreement shall automatically terminate in the event of its “assignment” (as defined in the 1940 Act); (iv) such agreement shall go into effect when approved by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such agreement; and (v) such agreement shall, unless terminated as herein provided, continue in effect from year to year only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.