Execution of Agreement Contract Clauses (161)

Grouped Into 6 Collections of Similar Clauses From Business Contracts

This page contains Execution of Agreement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Execution of Agreement. Each Agent's obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Agents: (i) an officers' certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and negative assurance statement of Pa...ul Hastings LLP, counsel to the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) an opinion of the General Counsel of the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit D hereto; (iv) an opinion of Venable LLP, Maryland counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit E hereto; (v) a "comfort" letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request; (vi) evidence reasonably satisfactory to the Agents and their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vii) resolutions duly adopted by the Board of Directors of the Company, and certified by an officer of the Company, authorizing the Company's execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and 26 (viii) such other documents as the Agents shall reasonably request. (b) The Agents shall have received a letter or letters, which shall include legal opinions and negative assurance statements, of Willkie Farr & Gallagher LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request. View More
Found in STRATEGIC HOTELS & RESORTS, INC contract
View All 9 Similar Clauses
Execution of Agreement. Each The Agent's obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Agents: Agent: (i) an officers' certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and and, if not covered in ...such opinion, a negative assurance statement letter of Paul Hastings Foley & Lardner LLP, counsel to the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) an opinion of the General Counsel of the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit D hereto; (iv) an opinion of Venable LLP, Maryland counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit E hereto; (v) a "comfort" letter from Deloitte & Touche LLP, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request; (vi) (iii) a "comfort" letter from Ernst & Young LLP, addressed to the Agent and dated the date of this Agreement, addressing such matters as the Agent may reasonably request; (iv) a certificate signed by the Company's Chief Financial Officer, in the form of Exhibit C hereto, certifying as to certain financial, numerical and statistical data not covered by the "comfort" letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Agents Agent and their its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vii) (vi) resolutions duly adopted by the Board Company's board of Directors of the Company, directors, and certified by an officer of the Company, authorizing the Company's execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and 26 (viii) (vii) such other documents as the Agents Agent shall reasonably request. request; and 27 (b) The Agents Agent shall have received a letter or letters, which shall include legal opinions and negative assurance statements, of Willkie Farr Latham & Gallagher Watkins LLP, counsel to the Agents, Agent, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request. View More
Found in SmileDirectClub, Inc. contract
Execution of Agreement. Each Agent's obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Agents: Agent: (i) an officers' certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and a negative assurance statem...ent letter of Paul Hastings LLP, DLA Piper LLP (US), counsel to for the Company, and opinion of the General Counsel of the Company, each addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C C-1 and Exhibit C-2, respectively, hereto; (iii) an opinion of the General Counsel of the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit D hereto; (iv) an opinion of Venable LLP, Maryland counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit E hereto; (v) a "comfort" letter from Deloitte & Touche PricewaterhouseCoopers LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request; (vi) 26 (iv) a certificate signed by the Company's Chief Financial Officer, in the form of Exhibit D hereto, certifying as to certain financial, numerical and statistical data not covered by the "comfort" letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Agents and their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vii) (vi) resolutions duly adopted by the Board Company's board of Directors of the Company, directors, and certified by an officer of the Company, authorizing the Company's execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and 26 (viii) (vii) such other documents as the Agents Agent shall reasonably request. request; and (b) The Agents Agent shall have received a letter or letters, which shall include legal opinions and negative assurance statements, of Willkie Farr Skadden, Arps, Slate, Meagher & Gallagher Flom LLP, counsel to the Agents, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request. View More
Found in Getty Realty Corp. contract
Execution of Agreement. Each Agent's obligations under obligation to execute this Agreement shall be subject to the satisfaction of the following conditions in connection with with, and on the intended date of the execution of of, this Agreement: (a) the Company shall have delivered to the Agents: Agents and to the Selling Stockholder: (i) an officers' officer's certificate signed by two one of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) cer...tifying as to the matters set forth in Exhibit B A-1 hereto; (ii) an opinion and negative assurance statement of Paul Hastings LLP, counsel to the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) an opinion of the General Counsel or a Deputy or Assistant General Counsel of the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit D B hereto; (iv) 31 (iii) an opinion and a 10b-5 statement of Venable Davis Polk & Wardwell LLP, Maryland special counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit E C hereto; (v) (iv) a "comfort" letter from Deloitte of Ernst & Touche Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as Agreement and addressed to the Agents, in a form reasonably satisfactory to the Agents may and the Agents' counsel; (v) evidence reasonably request; satisfactory to the Agents and the Agents' counsel that the Registration Statement is effective; (vi) evidence reasonably satisfactory to the Agents and their the Agents' counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vii) resolutions duly adopted by the Board Company's board of Directors of the Company, directors, and certified by an officer of the Company, authorizing the Company's execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and 26 (viii) such other documents as the Agents shall reasonably request. request; (b) The Agents the Selling Stockholder shall have received a letter or letters, which shall include legal opinions and negative assurance statements, of Willkie Farr & Gallagher LLP, counsel delivered to the Agents, Agents: (i) an officer's certificate signed by one of its executive officers certifying as to the matters set forth in Exhibit A-2 hereto; (ii) an opinion of Baker Botts L.L.P., counsel for the Selling Stockholder, addressed to the Agents and dated the date of this Agreement, addressing in the form of Exhibit D hereto; (iii) resolutions duly adopted by the Selling Stockholder's members or managers, and certified by an officer of the Selling Stockholder, authorizing the Selling Stockholder's execution of this Agreement and the consummation by the Selling Stockholder of the transactions contemplated hereby, including the sale of the Shares; (iv) a properly completed and executed United States Treasury Department Form W-9 or W-8 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Agents' documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated; and (v) such matters other documents as the Agents may shall reasonably request. request; 32 (c) the Agents shall have received the favorable opinion of Cravath, Swaine & Moore LLP, special counsel for the Agents, as to the matters set forth in Exhibit E hereto. View More
Found in NOBLE CORP contract
View Variations (9)
Execution of Agreement. This Agreement may be executed in counterparts, each of which shall be considered an original, but which when taken together, shall constitute one Agreement. This Agreement, to the extent signed and delivered by means of a facsimile machine or by PDF file (portable document format file), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the originally signed version delivered in person. A...t the request of any party hereto, each other party shall re-execute original forms hereof and deliver them to all other parties. PLEASE READ THIS AGREEMENT AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING THOSE UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT, AND OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITING DISCRIMINATION IN EMPLOYMENT. View More
Found in Spirit AeroSystems Holdings, Inc. contract
Execution of Agreement. This Agreement may be executed in counterparts, each of which shall be considered an original, but which when taken together, shall constitute one Agreement. This Agreement, to the extent signed and delivered by means of a facsimile machine or by PDF file (portable document format file), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the originally signed version delivered in person. A...t the request of any party hereto, each other party shall re-execute original forms hereof and deliver them to all other parties. 10 PLEASE READ THIS AGREEMENT AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING THOSE UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT, AND OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITING DISCRIMINATION IN EMPLOYMENT. View More
Found in Spirit AeroSystems Holdings, Inc. contract
View Variations (2)
Execution of Agreement. This Agreement may be executed in several counterparts, each of which shall be considered an original, but which when taken together, shall constitute one Agreement. PLEASE READ THIS AGREEMENT AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING THOSE UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT, AND OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITING DISCRIMINATION IN EMPLOYMENT. If EMPLOYEE signs this... Agreement less than 21 days after he receives it from EMPLOYER, he confirms that he does so voluntarily and without any pressure or coercion from anyone at the EMPLOYER. View More
Found in KINGSTONE COMPANIES, INC. contract
Execution of Agreement. This Agreement may be executed in several counterparts, each of which shall be considered an original, but which when taken together, shall constitute one Agreement. This Agreement shall not be effective unless and until the Compensation Committee of the Board of Directors of KINS shall have given its approval thereto and this Agreement shall have been executed by its Chairman. PLEASE READ THIS AGREEMENT AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT. THIS AGREEMENT CONTAINS A RE...LEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING THOSE UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT, AND OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITING DISCRIMINATION IN EMPLOYMENT. If EMPLOYEE signs has signed this Agreement less than 21 days after he receives received it from EMPLOYER, KINGSTONE, he confirms that he does has done so voluntarily and without any pressure or coercion from anyone at the EMPLOYER. KINGSTONE. View More
Found in KINGSTONE COMPANIES, INC. contract
View Variation
Execution of Agreement. The Noteholder's agreement to forbear is expressly conditioned upon receipt of a copy of this Agreement executed by the Company by February 18, 2020. Unless and until the Company executes and returns this Agreement to the Noteholder by such date and the Noteholder signs this Agreement, the Noteholder shall have no obligation to forbear and the Noteholder shall continue to be entitled to immediately exercise all rights and remedies available to it before, on or after the Maturity Date. 1 3. Forbe...arance. The Noteholder and the Company agree that so long as the Company complies with the terms of this Agreement, and so long as no additional Event of Default (as defined in Section 7 herein) occurs under the Transaction Documents or this Agreement, the Noteholder will forbear from exercising its remedies relating to the Asset Purchase Non-Compliance until March 25, 2020 (the "Forbearance Termination Date"). If an additional Event of Default under this Agreement or under any of the Transaction Documents occurs, all outstanding principal, accrued and unpaid interest, and all costs and expenses arising out of the Transaction Documents shall be immediately due and payable in full without notice or demand, and the Noteholder shall be entitled to the immediate exercise of all rights and remedies available to it under the Transaction Documents. Nothing in this Agreement shall constitute a waiver of any default under the Transaction Documents or of the Noteholder's rights or remedies under any other indebtedness now or hereafter existing between the Noteholder and the Company. On the Forbearance Termination Date, all amounts outstanding under the Note shall be due and payable to the Noteholder, and the Noteholder may, without further notice, exercise any and all rights and remedies available to it. This Agreement is being executed by the Noteholder to accommodate the request of the Company, and the Company understand and agrees that the Noteholder has no obligation to grant further forbearances in the future, nor to extend the Maturity Date. View More
Found in MAJOR LEAGUE FOOTBALL INC contract
Execution of Agreement. The Noteholder's agreement to forbear is expressly conditioned upon receipt of a copy of this Agreement executed by the Company by February 18, 2020. March 9, 2017. Unless and until the Company executes and returns this Agreement to the Noteholder by such date and the Noteholder signs this Agreement, the Noteholder shall have no obligation to forbear and the Noteholder shall continue to be entitled to immediately exercise all rights and remedies available to it before, on or after the Maturity D...ate. 1 3. Forbearance. The Noteholder and the Company agree that so long as the Company complies with the terms of this Agreement, and so long as no additional Event of Default (as defined in Section 7 herein) occurs under the Transaction Documents or this Agreement, the Noteholder will forbear from exercising its remedies relating to the Asset Purchase Non-Compliance until March 25, 2020 (the "Forbearance Termination Date"). If an additional Event of Default under this Agreement or under any of the Transaction Documents occurs, all outstanding principal, accrued and unpaid interest, and all costs and expenses arising out of the Transaction Documents shall be immediately due and payable in full without notice or demand, and the Noteholder shall be entitled to the immediate exercise of all rights and remedies available to it under the Transaction Documents. Nothing in this Agreement shall constitute a waiver of any default under the Transaction Documents or of the Noteholder's rights or remedies under any other indebtedness now or hereafter existing between the Noteholder and the Company. On the Forbearance Termination Date, all amounts outstanding under the Note shall be due and payable to the Noteholder, and the Noteholder may, without further notice, exercise any and all rights and remedies available to it. This Agreement is being executed by the Noteholder to accommodate the request of the Company, and the Company understand and agrees that the Noteholder has no obligation to grant further forbearances in the future, nor to extend the Maturity Date. View More
Found in MAJOR LEAGUE FOOTBALL INC contract
View Variation
Execution of Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original copy and all of which, when taken together, shall be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or e-mail transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitte...d by facsimile or e-mail shall be deemed to be their original signatures for all purposes. View More
Found in WRAP TECHNOLOGIES, INC. contract
Execution of Agreement. This Agreement may be executed in two one or more counterparts, each of which shall will be deemed to be an original copy of this Agreement and all of which, when taken together, shall will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or e-mail transmission and by electronic mail in PDF format shall constitute effective execution and delivery of this Agreement as to the Parties parties and may be used in lieu of ...the original Agreement for all purposes. Signatures of the Parties parties transmitted by facsimile or e-mail and by electronic mail in PDF format shall be deemed to be their original signatures for all purposes. View More
Found in Black Ridge Acquisition Corp. contract
View Variation
Execution of Agreement. BAML's obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to BAML: (i) an officers' certificate signed by two of its executive officers certifying as to the matters set forth in Exhibit C hereto; (ii) an opinion and negative assurance letter of Dentons US LLP, counsel for the Company, addressed to BAML and dated the date of thi...s Agreement, in the form of Exhibit E hereto; (iii) a REIT opinion of Dentons US LLP, counsel for the Company, addressed to BAML and dated the date of this Agreement, in the form of Exhibit F hereto; (iv) a "comfort" letter of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request; (v) evidence reasonably satisfactory to BAML and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company's board of directors, and certified by an officer of the Company, authorizing the Company's execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as BAML shall reasonably request. 30 (b) the Operating Partnership shall have delivered to BAML: (i) an officers' certificate signed by two officers of ACCHL certifying as to the matters set forth in Exhibit D hereto; and (ii) resolutions duly adopted by ACCHL, and certified by an officer of ACCHL, authorizing ACCHL's execution of this Agreement on behalf of itself and the Operating Partnership. (c) BAML shall have received an opinion and negative assurance letter of Sidley Austin LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request. View More
Found in American Campus Communities contract
Execution of Agreement. BAML's JPMS's obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to BAML: JPMS: (i) an officers' certificate signed by two of its executive officers certifying as to the matters set forth in Exhibit C hereto; (ii) an opinion and negative assurance letter of Dentons US LLP, counsel for the Company, addressed to BAML JPMS and dat...ed the date of this Agreement, in the form of Exhibit E hereto; (iii) a REIT opinion of Dentons US LLP, counsel for the Company, addressed to BAML JPMS and dated the date of this Agreement, in the form of Exhibit F hereto; (iv) a "comfort" letter of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request; (v) evidence reasonably satisfactory to BAML JPMS and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company's board of directors, and certified by an officer of the Company, authorizing the Company's execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as BAML JPMS shall reasonably request. 30 (b) the Operating Partnership shall have delivered to BAML: JPMS: (i) an officers' certificate signed by two officers of ACCHL certifying as to the matters set forth in Exhibit D hereto; and 30 (ii) resolutions duly adopted by ACCHL, and certified by an officer of ACCHL, authorizing ACCHL's execution of this Agreement on behalf of itself and the Operating Partnership. (c) BAML JPMS shall have received an opinion and negative assurance letter of Sidley Austin LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request. View More
Found in American Campus Communities contract
View Variation