Acquisition Closing. (i) The transactions contemplated by the applicable Acquisition Agreement shall be consummated by a Person who is or shall become a Borrower hereunder, contemporaneously with such Advance (except for the payment of that portion of the purchase price thereunder being paid with the proceeds of such Loan) substantially in accordance with the terms thereof and, in any event, in a manner reasonably satisfactory to Agents, including, without limitation, (1) the repayment in full in cash (simultaneously with, and from the proceeds of, the Loan or otherwise) of all Indebtedness of the applicable seller(s) related to the assets and properties transferred under such Acquisition Agreement to the extent such Indebtedness is not being assumed by the buyer, and (2) the valid assumption by the buyer of all other liabilities of the applicable seller(s) in respect of such assets and properties transferred under such Acquisition Agreement, other than liabilities not subject to assumption under such Acquisition Agreement which are otherwise addressed in a manner reasonably satisfactory to the Agents.
(ii) Agents shall have received reasonable evidence of Borrowers’ ability to consummate receipt at closing of all licenses, permits, approvals and consents, if any, required with respect to such Acquisition and any other related transaction contemplated by this Agreement (including, without limitation, any necessary consents of the FCC to the sale contemplated by such Acquisition Agreement as evidenced by a Final Order, and any other required consents or filings of or with applicable Governmental Authorities or other third parties).
(iii) Agents shall have received copies of the legal opinions delivered by seller(s) pursuant to the applicable Acquisition Agreement in connection with such Acquisition, together with a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by Lenders and Agents.
(iv) Collateral Agent shall have received written evidence reasonably satisfactory to Collateral Agent and its counsel that, except as otherwise disclosed in Schedule 4.09 hereto, all Leases covering tower and transmitter sites used by the Stations being acquired have lease terms (including all extension and renewal options exercisable unilaterally by Borrowers) through the Maturity Date.
(v) The Borrowers shall have satisfied all conditions and obligations set forth in Section 7.04(b).
(vi) The Borrowers shall have satisfied all oth...
Acquisition Closing. Neither the Company nor any of its subsidiaries has any presently pending acquisition or disposition transactions except as disclosed in the Prospectus.
Acquisition Closing. All conditions precedent to the Acquisition Closing as set forth in the Acquisition Agreement shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the Acquisition Closing but subject to satisfaction or waiver thereof), and the Subscription Closing will be consummated on the same day, and substantially concurrent with, the Acquisition Closing.
Acquisition Closing. Subject to the conditions contained in this Agreement, the closing of the Acquisition Merger (the "Acquisition Closing" and collectively with the Reorganization Closing, the "Closing") shall take place (i) at the offices of Xxxxxxxx & Xxxxx, New York, New York, as promptly as practicable but in no event later than the third business day after which the last to be fulfilled or waived of the conditions set forth in Article IX hereof shall be fulfilled or waived in accordance with this Agreement, at such time as the Company, Company Sub and Merger Sub may agree, or (ii) at such other place and time and/or on such other date as the Company, Company Sub and Merger Sub may agree.
Acquisition Closing. (a) The closing of the Acquisition and the Purchaser Share Issuance (the “Closing”) shall take place at the offices of Cravath, Swaine & Xxxxx LLP, One Ropemaker Street, London at 9:00 a.m. (London time) on the third business day following the satisfaction (or, to the extent permitted by applicable Law, the written waiver) of the conditions set forth in Section 6.01, or, if on such day any other condition set forth in Article VI has not been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) (or, to the extent permitted by applicable Law, waived in writing by the party entitled to the benefit thereof), as soon as practicable after all the conditions set forth in Article VI have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) (or, to the extent permitted by applicable Law, waived in writing by the party entitled to the benefit thereof), or on such other date as may be agreed to by Seller and Purchaser. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.
Acquisition Closing. The Parties acknowledge and agree that, within two weeks following the execution and delivery of this Agreement, WWWX shall dissolve BarterOne, and transfer all of the BarterOne Assets to NAAC in accordance with the terms and conditions of the WWWX/NAAC Agreement (the "Acquisition Closing"). The Parties further acknowledge that NAAC intends to thereafter transfer the BarterOne Assets into a wholly owned operating company to be called "xxxxxxx.xxx, Inc." ("entrade"). Neither WWWX nor ETCO shall have any direct ownership interest in entrade.
Acquisition Closing. 2 ARTICLE II [INTENTIONALLY OMITTED]
Acquisition Closing. 6.1 The Acquisition Closing shall take place at the offices of counsel to the Purchaser, at such time and date as the Purchaser may elect.
6.2 At Acquisition Closing, the Company (on its own behalf and on behalf of the Vendors) shall deliver or cause to be delivered to the Purchaser the following documents:
(a) a copy of the resolutions of the Company authorizing this Agreement and the transactions contemplated herein and hereby;
(b) evidence of a book entry into the Company’s registered list of shareholders, demonstrating the due transfer of the Purchased Shares owned by the Vendors to the Purchaser or such other evidence of transfer as may be acceptable to the Purchaser;
(c) evidence of a book entry into the Company’s registered list of shareholders, demonstrating the due issuance of the Company Shares being acquired by the Purchaser hereunder, duly registered in the name of the Purchaser or such other evidence of issuance as may be acceptable to the Purchaser; and
(d) such other documents and instruments in connection with the Acquisition Closing as may be reasonably requested by the Purchaser.
6.3 At Acquisition Closing, the Purchaser shall deliver or cause to be delivered to the Vendors the following documents:
(a) a copy of the resolutions of the Purchaser authorizing this Agreement and the transactions contemplated herein and hereby;
(b) certificates, or copies thereof, representing the Consideration Shares, duly registered in accordance with Schedule “A” hereto, subject further to the provisions of section 2.4 of this Agreement;
(c) certificates representing the Fee Shares; and
(d) such other documents and instruments in connection with the Acquisition Closing as may be reasonably requested by the Company (on behalf of the Vendors).
Acquisition Closing. (a) After giving effect to the Acquisition, all representations and warranties made by any Loan Party in any Loan Document will be true and correct in all material respects on and as of the Closing Date.
(b) On the Closing Date, each of the representations and warranties made by any party in the Acquisition Documents is true and correct in all material respects, other than with respect to those matters of which a Responsible Officer has obtained knowledge thereof following the Closing Date, which the Borrower reasonably believes do not result in an aggregate diminution in value of the assets and properties acquired pursuant to the Acquisition in an amount in excess of escrowed funds under the Acquisition Agreement that will be disbursed to the Borrower as a result thereof; and none of such parties has failed to perform any material obligation or covenant required by the Acquisition Documents to be performed or complied with by it on or before the Closing Date. Simultaneously with the making of the Loans on the Closing Date, the Acquisition will have been consummated in compliance with the material terms and conditions of the Acquisition Documents and all conditions precedent to such consummation will be fully satisfied or waived.
Acquisition Closing. The closing of the transactions contemplated in this Article 2 (the "Acquisition Closing") shall take place on the date hereof.
