Documents of TBOL and ATPA Clause Samples

Documents of TBOL and ATPA. At the Closing, ATPA and/or TBOL, as the case may be, shall deliver, execute and deliver, or cause to be executed and delivered to the Company: 6.1.1 the LLC Agreement; 6.1.2 the License Agreement; 6.1.3 Services Agreements (as applicable); 6.1.4 a ▇▇▇▇ of sale executed by TBOL in the form of Exhibit G, whereby the TBOL Assets and the ATPA Assets will be assigned to the Company; 6.1.5 an Assignment and Assumption Agreement, in the form of Exhibit H (the "TBOL Assignment Agreement") for the Assumed TBOL Liabilities; 6.1.6 a Business Protection Agreement, in the form of Exhibit I for ATPA and TBOL; 6.1.7 all written warranties, guarantees, or similar documents which are in ATPA's or TBOL's possession and which relate to the TBOL Assets; 6.1.8 any transferable licenses applicable to the TBOL Business or the TBOL Assets and any forms which are necessary or required in order to assign or transfer to the Company those licenses and permits; 6.1.9 the written certificate of TBOL's Secretary, in the form of Exhibit J; 6.1.10 the written certificate of TBOL's President in the form of Exhibit L, certifying that all of the representations and warranties set forth in Section 7 are true and correct as of the Closing Date and that all of TBOL's covenants and obligations contained hereunder have been fully performed or satisfied, as the case may be, as of the Closing Date; 6.1.11 Certificate of Status from the State of Delaware certifying that TBOL is in good standing; 6.1.12 a certified copy of the filed Certificate of Amendment changing TBOL's name to a name that does not use any word (other than a word indicating the limited liability company form) currently used in TBOL's name; 6.1.13 Authorizing resolutions of TBOL approving the transaction contemplated by this Agreement, and the execution of the documents required hereunder; and 6.1.14 Authorizing resolutions of ATPA approving the transaction contemplated by this Agreement, and the execution of the documents required hereunder;
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Related to Documents of TBOL and ATPA

  • Authority; Compliance With Other Agreements and Instruments and Government Regulations The execution, delivery and performance by Borrower and the Subsidiary Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

  • Documents and Records Seller shall deliver to Servicer, and Servicer shall hold in trust for Seller and the Purchasers in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) that evidence or relate to Pool Receivables.

  • Documents and evidence In connection with any additional security provided in accordance with this clause 8.2, the Agent shall be entitled to receive (at the Borrowers’ expense) such evidence and documents of the kind referred to in schedule 3 as may in the Agent’s opinion be appropriate and such favourable legal opinions as the Agent shall in its absolute discretion require.

  • Other documents and evidence (a) The Original Financial Statements of the Parent Guarantor. (b) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder). (c) Any and all information and documents required and requested in advance by each of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.

  • Disbursements Payments and Costs 5.1 Request for Credit. Each request for an advance under the Line of Credit will be made by a disbursement request in a form acceptable to Bank executed by an Authorized Officer, or by any other means acceptable to Bank.