Documents of ICI Clause Samples

Documents of ICI. At the Closing, ICI (or the ICI Stockholders, as the case may be) shall deliver, execute and deliver, or cause to be executed and delivered to the Company: 6.2.1 the LLC Agreement; 6.2.2 the License Agreement; 6.2.3 the Services Agreements (as applicable) executed by the ICI Stockholders; 6.2.4 a ▇▇▇▇ of Sale executed by ICI, in the form of Exhibit N; whereby the ICI Assets will be assigned to the Company; 6.2.5 an Assignment and Assumption Agreement, in the form of Exhibit O (the "ICI Assignment Agreement") for the Assumed ICI liabilities; 6.2.6 a Business Protection Agreement, in the form of Exhibit I executed by ICI and the ICI Stockholders; 6.2.7 the Subordinated Notes from the Note Holders; 6.2.8 the Intercreditor Agreement from the Note Holders; 6.2.9 all written warranties, guarantees, or similar documents which are in ICI's possession and which relate to the ICI Assets; 6.2.10 any transferable licenses applicable to the ICI Business or the ICI Assets and any forms which are necessary or required in order to assign or transfer to the Company those licenses and permits; 6.2.11 the written certificate of ICI's Secretary, in the form of Exhibit P; 6.2.12 the written certificate of ICI's President in the form of Exhibit Q that all of the representations and warranties set forth in Section 10 are true and correct as of the Closing Date and that all of ICI's covenants and obligations contained hereunder have been fully performed or satisfied, as the case may be, as of the Closing Date; 6.2.13 a Certificate of Status from the State of California certifying that ICI in good standing; 6.2.14 Assignment and Assumption of Lease and Landlord Consent (the "ICI Lease Assignment") for the real property lease presently held by ICI (the "ICI Lease Assignment"); and 6.2.15 Authorizing resolutions of ICI’s Board of Directors and the ICI Stockholders approving the transaction contemplated by this Agreement, and the execution of the documents required hereunder.
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Related to Documents of ICI

  • Other Loan Documents The occurrence of any default under any Loan Document or any other agreement between Borrower and Lender and such default continues for more than ten (10) days after the earlier of (a) Lender has given notice of such default to Borrower, or (b) Borrower has actual knowledge of such default; or

  • Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc (a) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse Change.

  • Documents The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.

  • Loan Documents, etc Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to each of the Banks. Each Bank shall have received a fully executed copy of each such document.

  • Amendments of Constitutive Documents Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws or other constitutive documents other than amendments that could not be reasonably expected to have a Material Adverse Effect.