Acquisition Documents Sample Clauses
The 'Acquisition Documents' clause defines and identifies the specific agreements, contracts, and related documents that are involved in the purchase or transfer of a business, assets, or shares. This clause typically lists or references all relevant documents, such as purchase agreements, disclosure schedules, and ancillary agreements, ensuring that all parties are clear on which materials constitute the full set of transaction documents. By clearly delineating these documents, the clause helps prevent misunderstandings about the scope of the transaction and ensures that all necessary paperwork is included and enforceable.
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Acquisition Documents. (a) The Borrowers have delivered to Agent a complete and correct copy of the material Acquisition Documents, including all schedules and exhibits thereto. The execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each applicable Loan Party or Subsidiary thereof. Each Acquisition Document is the legal, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects and (z) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading.
(b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisiti...
Acquisition Documents. In the case of a Scheme, the Scheme Documents contain all the material terms of the Scheme; and in the case of an Offer, the Offer Documents contain all material terms of the Offer.
Acquisition Documents. The Administrative Agent shall have received a certified copy of the Acquisition Documents, duly executed by the parties thereto (together with all exhibits and schedules thereto), and each of which shall be in full force and effect.
Acquisition Documents. Borrower has made available to Lender true and complete copies of all material agreements and instruments under which Borrower or any of its Affiliates or the seller of any of the Properties have remaining material rights or material obligations in respect of Borrower’s acquisition of the Properties.
Acquisition Documents. The Borrower will not, and will not permit any of its Subsidiaries to, amend, modify or supplement any of the Acquisition Documents if the effect thereof could reasonably be expected to have a Material Adverse Effect (and provided that the Borrower promptly furnishes to the Administrative Agent a copy of such amendment, modification or supplement).
Acquisition Documents. The Lenders have been furnished true and complete copies of each Acquisition Document to the extent executed and delivered on or prior to the Closing Date.
Acquisition Documents. Receipt by the Lender of copies of the Acquisition Documents certified to be true and correct as of the Closing Date.
Acquisition Documents. Agent shall have received final executed copies of the Acquisition Documents as in effect on the Closing Date, all of which shall be reasonably satisfactory in form and substance to Agent and the transactions contemplated by such documentation shall be consummated prior to the making of the initial Advance;
Acquisition Documents. Not later than fifteen (15) days after the consummation of any Asset Acquisition, copies of the executed documents evidencing the transaction.
Acquisition Documents. (a) The Company shall promptly pay all amounts payable to the Vendor under the Acquisition Documents as and when they become due (except to the extent that any such amounts are being contested in good faith by a member of the Group and where adequate reserves are set aside for any such payment).
(b) The Company shall, (and the Company will procure that each relevant member of the Group will), take all reasonable and practical steps to preserve and enforce its rights (or the rights of any other member of the Group) and pursue any claims and remedies arising under any Acquisition Documents.