Purchaser Ancillary Documents Clause Samples

The Purchaser Ancillary Documents clause defines the requirement for the buyer to provide additional documents necessary to complete a transaction, aside from the main agreement. These documents may include certificates, consents, or other forms that support the closing process and demonstrate the purchaser’s compliance with contractual obligations. By specifying these requirements, the clause ensures that all supporting paperwork is delivered in a timely manner, thereby facilitating a smooth and enforceable transaction.
Purchaser Ancillary Documents. The Purchasers shall have delivered, or caused to be delivered, to the Partners Representative, (i) if the Partners have timely complied, or caused the APR Stock Recipients to timely comply, with their obligations pursuant to ‎Section 5.2(k), a copy of the instruction letter to Quanta’s transfer agent as provided in ‎Section 5.2(k), and (ii) all other documents required to be entered into or delivered by the Purchasers or Quanta at or prior to the Closing pursuant to this Agreement.
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Purchaser Ancillary Documents. Purchaser shall have delivered to Seller the duly executed Purchaser Ancillary Documents.
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Purchaser Ancillary Documents. Newco and the Purchaser will have ------------------------------ delivered, or caused to be delivered, to the Company the following: (i) a copy of the resolutions of the board of directors of Newco and the Purchaser authorizing the execution, delivery, and performance of this Agreement by the Purchaser and Newco, and a certificate of their respective Secretaries or Assistant Secretaries, each dated the Closing Date, that such resolutions were duly adopted and are in full force and effect; (ii) the Escrow Agreement; and (iii) all other documents required to be entered into or delivered by Newco or the Purchaser at or before the Closing pursuant to this Agreement.
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Purchaser Ancillary Documents. Purchaser shall have delivered, or caused to be delivered, to Seller the following: (i) a certificate of an authorized officer as to compliance with the conditions set forth in Sections 9.3(a) and 9.3(b); (ii) a legal opinion of counsel to Purchaser as to the matters set forth in Attachment II; and (iii) a certified copy of resolutions adopted by the Board of Directors of Purchaser and any L-3 Company to which this Agreement has been assigned in accordance with the provisions of Section 12.3, authorizing the execution and delivery of this Agreement and the consummation of the Contemplated Transactions.
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Purchaser Ancillary Documents. Section 5.2 Purchaser.............................................................
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Purchaser Ancillary Documents. The Purchaser shall have delivered, or caused to be delivered, to the Seller Parties the following: (i) a certificate by the Secretary or any Assistant Secretary of the Purchaser, dated the Closing Date, as to (1) the good standing of the Purchaser in its jurisdiction of organization and (2) the effectiveness of any board resolutions of the Purchaser passed in connection with this Agreement and transactions contemplated hereby; (ii) the Escrow Agreement, duly executed by the Purchaser; and (iii) all other documents required to be entered into or delivered by the Purchaser at or prior to the Closing pursuant to this Agreement.
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Purchaser Ancillary Documents. 8.2(b) Purchaser Disclosure Letter.......................................... Page 24
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Related to Purchaser Ancillary Documents

  • 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.

  • 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.

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Seller's Documents At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers of the Company effective on the Closing Date; (b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.

  • Seller’s Closing Documents On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer: