The Documents Sample Clauses
The "Documents" clause defines which written materials are considered part of the agreement and are legally binding on the parties. Typically, this clause lists or references all documents that form the contract, such as schedules, appendices, or exhibits, and clarifies their order of precedence in case of inconsistencies. Its core function is to ensure clarity about which documents govern the relationship, reducing the risk of disputes over which terms apply.
The Documents. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the parties hereto and Newco will execute and deliver the following agreements and instruments dated as of the Closing Date or a date prior thereto: (i) Seller and Purchaser and Seller and Newco will enter into the Purchaser Assumption Reinsurance Agreement and the Newco Assumption Reinsurance Agreement (each as defined below), respectively, providing, among other things, for the assumption by Purchaser and Newco of the Insurance Contracts (as defined below); (ii) Seller and Purchaser and Seller and Newco will enter into the Purchaser Indemnity Reinsurance Agreement and the Newco Indemnity Reinsurance Agreement (each as defined below), respectively, providing, among other things, for the indemnity reinsurance as of the Effective Date (as defined below) by Purchaser and Newco of the general account liabilities of Seller under the Insurance Contracts, pending assumption of such contracts by Purchaser and Newco on a novation basis; (iii) Seller and Purchaser will enter into the Administrative Services Agreement (as defined below), providing for the provision by Purchaser of certain administrative services on behalf of Seller with respect to the Insurance Contracts and the Seller Separate Account (as defined below) following the Closing Date; (iv) Seller and Purchaser will enter into the Transition Services Agreement (as defined below), providing for the provision by Seller of certain administrative services to Purchaser during a transition period following the Closing Date; (v) Seller will execute and deliver to Purchaser and Newco the ▇▇▇▇ of Sale (as defined below); (vi) Seller, Purchaser and the Trustee (as defined below) and Seller, Newco and the Trustee, will enter into the Purchaser Trust Agreement and the Newco Trust Agreement (each as defined below), respectively, providing for trust accounts into which cash and Cash Equivalents (as defined below) will be transferred on the Closing Date by or at the direction of Seller; (vii) Seller and Purchaser and Seller and Newco, respectively, will enter into the General Assignment Agreements (as defined below) pursuant to which Seller will assign and Purchaser and Newco will assume the Assigned and Assumed Contracts (as defined below) and the Assignable Licensed Principally Used Software (as defined below); (viii) Seller and Purchaser will enter into the Coinsurance and Assumption Agreement (as defined below), prov...
The Documents. (1) are the entire agreement and understanding between the parties on everything connected with the subject matter of the Documents; and
(2) supersede any prior agreement or understanding on anything connected with that subject matter.
The Documents. The Airframe, Engines, Parts and Documents are hereby accepted by the Purchaser without objection. Signed for and on behalf of ) [Purchaser] ) ) by its duly authorised representative ) in the presence of: ) Signature of witness Signature of authorised representative Name of witness (please print) Name of authorised representative (please print) Title of authorised representative (please print)
The Documents. (1) are the entire agreement and understanding between the parties on everything connected with the subject matter of the Documents; and
(2) supersede any prior agreement or understanding on anything connected with that subject matter.
44.1 The law of New South Wales governs the Documents.
The Documents. The chairperson tabled to the meeting drafts of the following documents in connection with the Senior Financing:
(a) a senior facilities agreement to be entered into between, amongst others, Ares Management Limited (as agent and security agent) and the Company (as company, original borrower and original guarantor) (the Senior Facilities Agreement);
(b) an intercreditor agreement to be entered into between, amongst others, Ares Management Limited (as senior agent and security agent) and the Company (as company, intra-group lender and debtor);
(c) a fee letter from, among others, APC Holdings I, L.P. as backstop lender to the Company;
(d) a fee letter from Hamburg Commercial Bank AG, Luxembourg Branch as original revolving facility lender to the Company;
(e) a fee letter from Ares Management Limited as agent and security agent to the Company;
(f) a Guernsey security interest release agreement to be entered into between, the Company (as company), Ares Management Limited (as secured party) and Seed Midco Limited (as grantor) to release the interim security over the shares in the Company created pursuant to the Interim SIA as part of the Interim Financing;
(g) an acknowledgement of notice to be provided by the Company and addressed to Ares Management Limited and Seed Midco Limited in respect of a Guernsey security interest agreement over shares in the Company as part of the Senior Financing;
(h) a Guernsey security interest agreement in respect of certain contract rights in or pursuant to an intercompany loan agreement to be entered into between the Company and Seed Midco Limited, to be entered into among Seed Midco Limited, Ares Management Limited and the Company;
(i) a Guernsey security interest agreement in respect of third party bank accounts to be entered into between Ares Management Limited (as secured party) and the Company (as debtor) in respect of certain Guernsey bank accounts; and
(j) a formalities certificate in respect of the Company to be delivered to Ares Management Limited in its capacity as agent under the Senior Facilities Agreement, (the documents listed at paragraphs (a) to (j) above together with any further documents (including but not limited to any security documents, intra-group loan agreements, deeds, instruments, agreements, shareholder resolutions, powers of attorney, notices, requests, acknowledgements, memoranda, statements or certificates (as applicable)) as may be ancillary, necessary, desirable, required or requested in connecti...
The Documents. (a) The parties shall prepare in good faith one or more Contribution Agreements, a Partnership Agreement regarding USCO (the "USCO Agreement"), the Memorandum and Articles of and a Shareholders' Agreement regarding UKCO (collectively, the "UKCO Agreement" and, together with the USCO Agreement, the "Venture Agreements"), one or two Parent Services Agreements, the EMI Services Agreement, the DVD License Agreement, the Credit Facility, the Service Company Agreement and one or more TWI contracts (collectively and together with this Agreement, the "Documents").
(b) Each Contribution Agreement will specify matters relating to the creation of and transfer of assets and liabilities to the Ventures and reflect the terms of this Agreement.
(c) The Venture Agreements will have consistent terms and conditions and will reflect the terms contained in Exhibit 2.01(c).
(d) The Parent Services Agreement will set forth the terms and conditions upon which TWI will provide services to the Ventures after the Closing Date in accordance with Exhibit 2.01(d) and the Interface Issues List.
(e) The EMI Services Agreement will set forth the terms and conditions upon which the Ventures will provide services to EMI after the Closing Date and will reflect the terms set forth in Exhibit 2.01(e).
(f) The DVD License Agreement will set forth the terms and conditions upon which the Ventures will receive from TWI a license to use certain intellectual property rights relating to the manufacture of DVDs and will reflect the terms set forth in Exhibit 2.01(f).
(g) The Credit Facility will reflect the terms set forth in Exhibit 2.01(g).
(h) The TWI contracts will each set forth the terms upon which TWI provides certain goods or services to the Ventures or the Ventures provide goods or services to TWI with regard, at minimum, to the arrangements set forth in Exhibit 2.01(h).
(i) The Service Company Agreement will set forth the terms and conditions upon which the service company will be formed and the services that the service company will provide to the Ventures after the Closing Date.
The Documents. Borrower shall have furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders:
(1) Copies of the Certificate of Incorporation of the Parent and the Borrower, together with all amendments and certificates of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation;
(2) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and the Parent, of its respective By-Laws and of its respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents;
(3) An incumbency certificate, executed by each of the Secretary or Assistant Secretary of the Borrower and the Parent, which shall identify by name and title and bear the signature of the officers of each of the Borrower and the Parent authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(4) A certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing;
(5) A written opinion of the Borrower's and the Parent's counsel, addressed to the Administrative Agent and the Lenders, addressing the issues identified in Exhibit G hereto containing assumptions and qualifications acceptable to the Administrative Agent and the Lenders;
(6) Notes payable to the order of each Lender;
(7) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit H to this Agreement;
(8) Satisfactory evidence that the Borrower and its Subsidiaries have made a full and complete assessment of the Year 2000 Issues and have a realistic and achievable program for remediating the Year 2000 Issues;
(9) Satisfactory evidence that all sums due and payable under Section 10.7(A) and the Fee Letter have been paid;
(10) Satisfactory evidence that the Borrower has complied with the requirements of all applicable Environmental Property Transfer Acts; and
(11) Satisfactory evidence that the effectivenes...
The Documents. The written opinion letter dated as of the Closing Date of Hirschler, Fleischer, Wein▇▇▇▇, ▇▇x & ▇lle▇, ▇▇unsel for Seller and the Shareholder, in substantially the form of Exhibit C.
The Documents. The relevant bidding documents can be found on The Jig Store website at: <▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇>.
The Documents. The Trust and ancillary documents produced by Heritage Living Trust/Heritage Estate Services (collectively, the ”Documents”) are listed on Exhibit A. Heritage Living Trust/Heritage Estate Services shall have the right, but not the obligation, to supplement and revise Exhibit A and/or the Documents from time to time.