Common use of Acquisition Agreements Clause in Contracts

Acquisition Agreements. (a) The Purchaser acknowledges that the Acquisitions have been completed, and have been provided with copies of the Acquisition Agreement and related disclosure schedules, have reviewed such disclosure schedules and have had the opportunity to discuss such Acquisition Agreement with the Company, to ask questions and to receive answers regarding the same. The Purchaser agrees that the Disclosure Schedule delivered herewith shall be deemed to include the disclosures contained in the disclosure schedules to the Acquisition Agreements to the extent such disclosures are relevant to the representations and warranties contained herein. (b) To the Knowledge of the Company, no party to the Acquisition Agreement is in breach of any Contractual Obligation arising under or relating to the Acquisition Agreement and all of the representations and warranties of the parties to the Acquisition Agreement made therein are, to the Knowledge of the Company, true and correct as of the date hereof. Neither the Company, nor any of its Subsidiaries, has waived or otherwise elected not to enforce any Contractual Obligation arising under or relating to the Acquisition Agreement that directly or indirectly benefits the Company or any of its Subsidiaries. The Company has heretofore delivered to, or caused to be delivered to, the Purchaser a true, correct and complete copy of the Acquisition Agreement, including all modifications, amendments and supplements thereto. (c) To the Knowledge of the Company, no party to any Prior Acquisition Agreement is in breach of any Contractual Obligation arising under or relating to a Prior Acquisition Agreement and all of the representations and warranties of the parties to the Prior Acquisition Agreement made therein were, as of the date of the Prior Agreements, true and correct. The Company has not waived or otherwise elected not to enforce any Contractual Obligation arising under or relating to any Prior Acquisition Agreement that directly or indirectly benefits the Company or any of its Subsidiaries. The Company has heretofore delivered to, or caused to be delivered to, the Purchaser true, correct and complete copies of the Prior Acquisition Agreements, including all modifications, amendments and supplements thereto.

Acquisition Agreements. (a) The Purchaser acknowledges that the Acquisitions have been completed, and have been provided with copies of the Acquisition Agreement and related disclosure schedules, have reviewed such disclosure schedules and have had the opportunity to discuss such Acquisition Agreement with the Company, to ask questions and to receive answers regarding the same. The Purchaser agrees that the Disclosure Schedule delivered herewith shall be deemed to include the disclosures contained in the disclosure schedules to the Acquisition Agreements to the extent such disclosures are relevant to the representations and warranties contained herein. (b) To the Knowledge of the Company, no party to the Acquisition Agreement is in breach of any Contractual Obligation arising under or relating to the Acquisition Agreement and all of the representations and warranties of the parties to the Acquisition Agreement made therein are, to the Knowledge of the Company, true and correct as of the date hereof. Neither the Company, nor any of its Subsidiaries, has waived or otherwise elected not to enforce any Contractual Obligation arising under or relating to the Acquisition Agreement that directly or indirectly benefits the Company or any of its Subsidiaries. The Company has heretofore delivered to, or caused to be delivered to, the Purchaser Purchasers a true, correct and complete copy of the Acquisition Agreement, including all modifications, amendments and supplements thereto. (cb) To the Knowledge of the Company, no party to any Prior Acquisition Agreement is in breach of any Contractual Obligation arising under or relating to a Prior Acquisition Agreement and all of the representations and warranties of the parties to the Prior Acquisition Agreement made therein were, as of the date of the Prior Agreements, true and correct. The Company has not waived or otherwise elected not to enforce any Contractual Obligation arising under or relating to any Prior Acquisition Agreement that directly or indirectly benefits the Company or any of its Subsidiaries. The Company has heretofore delivered to, or caused to be delivered to, the Purchaser Purchasers true, correct and complete copies of the Prior Acquisition Agreements, including all modifications, amendments and supplements thereto.

Acquisition Agreements. (a) The Purchaser acknowledges that the Acquisitions There shall have been completedno material conditions to the Company's consummation of any Acquisition that have not been satisfied or waived with the prior consent of CEA, and there have been provided no material amendments to the documentation relating to any Acquisition without the prior consent of CEA and, prior to or substantially contemporaneously with copies the purchase of the Preferred Securities hereunder, each Acquisition shall have been consummated. CEA shall have received a true and correct copy of the TBC Acquisition Agreement together with all exhibits and related disclosure schedules, have reviewed such disclosure schedules thereto and have had each other purchase agreement executed in connection with each Acquisition. The TBC LLC Agreement and all other draft agreements annexed as exhibits to the opportunity to discuss such TBC Acquisition Agreement (to the extent applicable) shall have been executed and delivered in substantially the forms of the drafts annexed thereto (in each case as of the date hereof), with any changes to such drafts since such date to be in form and substance reasonably acceptable to CEA. (b) Not more than three (3) days after the Companydate hereof, to ask questions the Company shall provide CEA and to receive answers regarding the same. The Purchaser agrees that the Disclosure Schedule delivered herewith shall be deemed to include the disclosures contained in the disclosure its counsel with initial drafts of all schedules to the TBC Acquisition Agreements to the extent such disclosures are relevant Agreement setting forth all information specified, and any exceptions to the representations and warranties contained herein. set forth, in Section 3 and 4 thereof, provided that such schedules shall specifically reference the particular subsection of such Section 3 or 4, as applicable, with respect to which any such information or exception applies. The Company shall deliver finalized schedules to CEA not later than the fifth (b5th) To day after the Knowledge date the draft schedules are provided to CEA in accordance herewith and CEA shall have determined, in its reasonable good faith discretion (which determination shall be made within seven (7) business days after the delivery of the aforementioned final schedules) that the exceptions described in such schedules (i) in the aggregate could not reasonably be expected to have a Material Adverse Effect (as defined in the TBC Acquisition Agreement) on TBC or the Company, no party (ii) would not constitute any exception to the Acquisition Agreement is in breach of any Contractual Obligation arising under or relating to the Acquisition Agreement and all of the representations and warranties contained in the following provisions of the parties to the TBC Acquisition Agreement made therein are, to the Knowledge Agreement: Section 3.2(a) (first sentence) and (b) (Organization and Qualification of the Company), true Section 3.3 (Capitalization; Beneficial Ownership), Section 3.5(a) (Authority), Section 3.8(a) (Financial Statements), Section 4.1 (Authority) or Section 4.2 (Ownership of LLC Interests) and correct as of the date hereof. Neither the Company, nor any of its Subsidiaries, has waived or otherwise elected (iii) would not to enforce any Contractual Obligation arising under or relating to the Acquisition Agreement that directly or indirectly benefits the Company or any of its Subsidiaries. The Company has heretofore delivered to, or caused to be delivered to, the Purchaser constitute a true, correct and complete copy of the Acquisition Agreement, including all modifications, amendments and supplements thereto. (c) To the Knowledge of the Company, no party material exception to any Prior Acquisition Agreement is in breach of any Contractual Obligation arising under or relating to a Prior Acquisition Agreement and all of the representations and warranties contained in the following provisions of the parties to the Prior TBC Acquisition Agreement made therein wereAgreement: Section 3.4 (Subsidiaries), Section 3.5(b) or (c) (Authority), Section 3.8(b) (Financial Statements), Section 3.9 (Taxes), Section 3.16 (Litigation), Section 3.17 (Compliance with Laws), Section 3.18 (Business; Registrations) or Section 3.25(b) (Directors, Officers and Employees, as to good health). In the event CEA determines that such schedules do not satisfy the conditions set forth above (as applicable), CEA must notify the Company, in writing, of such determination on or before 4:00 p.m. (New York City time) on the date last day of the Prior Agreementssuch seven-business-day period, true and correct. The Company failure by CEA timely to deliver such written notice shall be deemed to mean that CEA has not waived or otherwise elected not to enforce any Contractual Obligation arising under or relating to any Prior Acquisition Agreement determined that directly or indirectly benefits the Company or any of its Subsidiaries. The Company has heretofore delivered to, or caused to be delivered to, the Purchaser true, correct and complete copies of the Prior Acquisition Agreements, including all modifications, amendments and supplements theretosuch schedules satisfy such conditions.

Acquisition Agreements. As of the Closing Date: (a) The Purchaser acknowledges that Borrower has delivered to Agent a complete and correct copy of the Acquisitions BetaTHERM Acquisition Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith) and all of conditions to consummation of the BetaTHERM Acquisition (other than payment of the purchase price and delivery of various ancillary closing documents as disclosed by Borrower to Agent and Lenders) in accordance with the terms of the BetaTHERM Acquisition Agreement (including execution and delivery all documents required to delivered pursuant thereto or in connection therewith) have been completedsatisfied by the parties thereto. No Credit Party and no other Person party thereto is in default in the performance or compliance with any provisions thereof. The BetaTHERM Acquisition Agreement complies with, and have been provided the BetaTHERM Acquisition will be consummated in accordance with copies all applicable laws upon payment of the Purchase Price (as defined the BetaTHERM Acquisition Agreement and related disclosure schedules, have reviewed such disclosure schedules and have had Agreement) on the opportunity to discuss such Acquisition Agreement with the Company, to ask questions and to receive answers regarding the sameClosing Date. The Purchaser agrees that the Disclosure Schedule delivered herewith shall be deemed to include the disclosures contained in the disclosure schedules to the Acquisition Agreements to the extent such disclosures are relevant to the representations and warranties contained herein. (b) To the Knowledge of the Company, no party to the BetaTHERM Acquisition Agreement is in breach full force and effect as of the Closing Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over BetaTHERM Sellers, any Contractual Obligation arising under or relating Credit Party and other Persons referenced therein, with respect to the transactions contemplated by the BetaTHERM Acquisition Agreement, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by the BetaTHERM Acquisition Agreement and all or to the conduct by any Credit Party of its business thereafter. To the best of each Credit Party’s knowledge, none of the BetaTHERM Sellers’ representations or warranties in the BetaTHERM Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. Each of the representations and warranties of given by each applicable Credit Party in the parties to the BetaTHERM Acquisition Agreement made therein are, to the Knowledge of the Company, is true and correct as of the date hereof. Neither the Company, nor any of its Subsidiaries, in all material respects; and (b) Borrower has waived or otherwise elected not delivered to enforce any Contractual Obligation arising under or relating to the Acquisition Agreement that directly or indirectly benefits the Company or any of its Subsidiaries. The Company has heretofore delivered to, or caused to be delivered to, the Purchaser Agent a true, complete and correct and complete copy of the YSIS Acquisition Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith) and all of conditions to consummation of the YSIS Acquisition (other than payment of the purchase price and delivery of various ancillary closing documents as disclosed by Borrower to Agent and Lenders) in accordance with the terms of the YSIS Acquisition Agreement (including execution and delivery all documents required to delivered pursuant thereto or in connection therewith) have been satisfied by the parties thereto. No Credit Party and no other Person party thereto is in default in the performance or compliance with any provisions thereof. The YSIS Acquisition Agreement complies with, and the YSIS Acquisition will be consummated in accordance with all applicable laws upon payment of the Closing Date Purchase Price Payment (as defined the YSIS Acquisition Agreement, including all modifications, amendments and supplements thereto. (c) To on the Knowledge of the Company, no party to any Prior Closing Date. The YSIS Acquisition Agreement is in breach full force and effect as of the Closing Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over YSIS Sellers, any Contractual Obligation arising under or relating Credit Party and other Persons referenced therein, with respect to a Prior the transactions contemplated by the YSIS Acquisition Agreement, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by the YSIS Acquisition Agreement and all or to the conduct by any Credit Party of its business thereafter. To the best of each Credit Party’s knowledge, none of the YSIS Sellers’ representations or warranties in the YSIS Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. Each of the representations and warranties of given by each applicable Credit Party in the parties to the Prior YSIS Acquisition Agreement made therein were, as of the date of the Prior Agreements, is true and correct. The Company has not waived or otherwise elected not to enforce any Contractual Obligation arising under or relating to any Prior Acquisition Agreement that directly or indirectly benefits the Company or any of its Subsidiaries. The Company has heretofore delivered to, or caused to be delivered to, the Purchaser true, correct and complete copies of the Prior Acquisition Agreements, including in all modifications, amendments and supplements theretomaterial respects.