Execution of Agreement Clause Example with 9 Variations from Business Contracts
This page contains Execution of Agreement clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Execution of Agreement" Clause from Business Contracts
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 Partnership shall have delivered to the Agents: (i) an officers' certificate signed by two officers of the Company General Partner (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, i...f not covered in such opinion, a negative assurance statement letter of Paul Hastings LLP, Vinson & Elkins L.L.P., counsel to for the Company, Partnership, addressed to the Agents and dated the date of this Agreement, Agreement substantially in the form of attached hereto as Exhibit C hereto; C; (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, the Partnership's independent accountants (and any other independent accountants whose report is included or incorporated by reference in the Registration Statement or the Prospectus, pursuant to Rule 3-05 of Regulation S-X or otherwise), addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request; (vi) (iv) evidence reasonably satisfactory to the Agents and their counsel that the Shares Securities have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vii) (v) resolutions duly adopted by the Board General Partner's board of Directors of the Company, directors, and certified by an officer of the Company, General Partner, authorizing the Company's Partnership's and the General Partner's execution of this Agreement and the consummation by the Company Partnership of the transactions contemplated hereby, including the issuance and sale of the Shares; Securities; and 26 (viii) (vi) such other documents as the Agents shall reasonably request. request; and (b) The Agents shall have received a letter or letters, which shall include legal opinions and negative assurance statements, of Willkie Farr & Gallagher Andrews Kurth LLP, counsel to the 26 Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request. View More
Execution of Agreement. Each Agent's The Agents' 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 EQR and ERP shall have delivered to the Agents: (i) an officers' certificate signed by two officers of the Company EQR (one of whom shall be the Chief Financial Officer or other senior financial officer) and ERP certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion an...d and, if not covered in such opinion, a negative assurance statement letter of Paul Hastings LLP, DLA Piper LLP (US), counsel to for the Company, Transaction Entities, an opinion of DLA Piper LLP (US) regarding certain tax matters and an opinion of the General Counsel of EQR, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C C-1, Exhibit C-2 and Exhibit C-3, 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 Ernst & Touche Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request; (vi) 25 (iv) a certificate signed by EQR'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) and (vi) resolutions duly adopted by the Board EQR's board of Directors of the Company, trustees, and certified by an officer of the Company, EQR, authorizing the Company's execution of this Agreement by EQR and ERP and the consummation by the Company EQR and ERP of the transactions contemplated hereby, including the issuance and sale of the Shares; and 26 (viii) (vii) 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 Morrison & Gallagher Foerster 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
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
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 Partnership shall have delivered to the Agents: (i) an officers' officer's certificate signed by two officers an officer of the Company (one of whom Partnership (who 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 LLP, Jones Day, counsel to for the Company, Partnership, addressed to the Agents and dated the date of this Agreement, in form reasonably satisfactory to the form of Exhibit C hereto; Agents; (iii) an opinion of Richards, Layton & Finger, P.A., in the General Counsel of form reasonably satisfactory to the Company, Agents; (iv) a "comfort" letter from PricewaterhouseCoopers LLP, 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 addressing such matters as the Agents and dated the date of this Agreement, in the form of Exhibit E hereto; may reasonably request; 26 (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 Units 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 General Partner's board of Directors of the Company, directors, and certified by an officer of the Company, General Partner, authorizing the Company's Partnership's and the General Partner's execution of this Agreement and the consummation by the Company Partnership of the transactions contemplated hereby, including the issuance and sale of the Shares; Units; and 26 (viii) such other documents as the Agents shall reasonably request. request; and (b) The Agents 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, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request. View More
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 Partnership shall have delivered to the Agents: (i) an officers' officer's certificate signed by two officers an officer of the Company (one of whom Partnership (who 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 LLP, Jones Day, counsel to for the Company, Partnership, addressed to the Agents and dated the date of this Agreement, in form reasonably satisfactory to the form of Exhibit C hereto; Agents; (iii) an opinion of Richards, Layton & Finger, P.A., in the General Counsel of form reasonably satisfactory to the Company, Agents; (iv) a "comfort" letter from PricewaterhouseCoopers LLP, 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 addressing such matters as the Agents and dated the date of this Agreement, in the form of Exhibit E hereto; may reasonably request; (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 Units 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 General Partner's board of Directors of the Company, directors or an authorized committee thereof, and certified by an officer of the Company, General Partner, authorizing the Company's Partnership's and the General Partner's execution of this Agreement and the consummation by the Company Partnership of the transactions contemplated hereby, including the issuance and sale of the Shares; Units; 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 Latham & Gallagher Watkins 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. (c) the Selling Unitholder shall have delivered to the Agents: (i) an officer's certificate signed by an officer of the Selling Unitholder (who shall be the Chief Financial Officer or other senior financial officer) certifying as to the matters set forth in Exhibit C hereto; (ii) an opinion letter of Locke Lord LLP, counsel for the Selling Unitholder, addressed to the Agents and dated the date of this Agreement, in form reasonably satisfactory to the Agents; and (iii) such other documents as the Agents shall reasonably request. View More
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: (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) certifying as to the matters set forth in ...Exhibit B A 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) (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; and (b) The the Agents shall have received a letter or letters, which shall include legal opinions and negative assurance statements, the favorable opinion of Willkie Farr Cravath, Swaine & Gallagher Moore LLP, special counsel for the Agents, as to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request. set forth in Exhibit D hereto. View More
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
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
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 and, if not covered in such opinio...n, a negative assurance statement letter of Paul Hastings Greenberg Traurig LLP, counsel to for 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 Ernst & Touche Young LLP, independent registered public accounting firm for the Company, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request; (vi) 22 (iv) 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) (v) 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) (vi) such other documents as the Agents shall reasonably request. request; and (b) The the Agents shall have received a letter or letters, which shall include legal opinions and negative assurance statements, of Willkie Farr Davis Polk & Gallagher Wardwell 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
