Acquisition Documents; Consummation of Acquisition Sample Clauses

Acquisition Documents; Consummation of Acquisition. The Global Administrative Agent shall have received copies of the Acquisition Documents which Acquisition Documents shall be certified by an Authorized Officer of Borrower as complete and correct. The Acquisition shall have been, or substantially simultaneously with the initial funding of Loans on the Global Effective Date shall be, consummated as contemplated by and pursuant to the Acquisition Documents and applicable law (without any amendment to or waiver of any material terms or conditions of the Acquisition Documents not approved by the Majority Lenders), and evidence therefor has been provided to the Global Administrative Agent in form and substance reasonably satisfactory to the Global Administrative Agent.
Sample 1
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Acquisition Documents; Consummation of Acquisition. The Administrative Agent shall have received, true and correct copies of each of the Acquisition Documents, including all schedules and exhibits thereto and all amendments, supplements and modifications thereto or otherwise delivered in connection therewith together with all closing documents, opinions and certificates executed in connection therewith (including a copy of the Notification and Report Form in respect of the Acquisition furnished to the Department of Justice and the Federal Trade Commission pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976), all of which shall be in full force and effect. The Acquisition Documents shall not have been materially amended, supplemented or otherwise modified since the date thereof (except for such material amendments, supplements or modifications that have been approved by the Administrative Agent). The Acquisition Documents shall be accompanied by an Officer's Certificate of the Borrower, dated the Closing Date, to such effect. The Borrower and each other party to the Transaction Documents shall be in material compliance with all the terms thereof, and the Administrative Agent shall have received, with a copy for each Lender, an Officer's Certificate of the Borrower certifying that the only condition to the consummation of the Tender Transaction remaining to be satisfied (which condition shall be satisfied substantially simultaneously with the making of the initial Loans) is the delivery of funds sufficient to pay the consideration under the Tender Offer Documents.
Sample 1
Acquisition Documents; Consummation of Acquisition. The Acquisition Documents shall be in form and substance satisfactory to you and your special counsel. The Company shall have delivered to you copies of the fully executed Acquisition Documents (including, without limitation, copies of the opinions delivered in connection with the consummation of the Acquisitions), certified as true and correct by an officer of the Company. The Acquisitions shall have been consummated substantially in accordance with the terms of the Acquisition Documents, without waiver of any closing condition set forth therein.
Sample 1
Acquisition Documents; Consummation of Acquisition. The Global Administrative Agent shall have received copies of the Acquisition Documents, which Acquisition Documents shall be certified by an Authorized Officer of the Borrower as complete and correct. The Acquisition shall have been, or contemporaneously with the initial funding of Loans on the Global Effective Date shall be, consummated as contemplated by and pursuant to the Acquisition Documents and applicable law (without any amendment to or waiver of any material terms or conditions of the Acquisition Documents not approved by the Majority Lenders), and evidence therefor shall have been provided to the Global Administrative Agent.
Sample 1
Acquisition Documents; Consummation of Acquisition. The Administrative Agent shall have received (i) a certificate of an authorized officer of the Borrower certifying that: (A) not less than $175,000,000 in gross proceeds has been received by the Borrower from the sale of 02 Senior Subordinated Notes, (B) Borrower is concurrently consummating the Acquisition in accordance with the terms of the Acquisition Documents (with all of the material conditions precedent thereto having been satisfied in all material respects by the parties thereto) and acquiring substantially all of the Oil and Gas Properties contained in the package contemplated by the Acquisition Documents and the final purchase price for the package after giving effect to all adjustments as of Closing Date contemplated by the Acquisition Documents and specifying, by category, the amount of such adjustment, (C) attached thereto is a true and complete list of the Oil and Gas Properties which have been excluded from the Acquisition pursuant to the terms of the Acquisition Documents, specifying with respect thereto the basis of exclusion as (1) title defect, (2) preferential purchase right, (3) environmental or (4) casualty loss, (D) attached thereto is a true and complete list of all Oil and Gas Properties for which any seller has elected to cure a title defect, (E) attached thereto is a true and complete list of all Oil and Gas Properties for which any seller has elected to remediate an adverse environmental condition, and (F) attached thereto is a true and complete list of all Oil and Gas Properties which are currently pending final decision by a third party regarding purchase of such Oil and Gas Property in accordance with any preferential right (excluding such Oil and Gas Properties that Borrower is unaware of the pendency of such decision, provided that the aggregate value of all such Oil and Gas Properties does not exceed $50,000); (ii) a true and complete executed copy of each of the Acquisition Documents, each such agreement being in form and substance reasonably satisfactory to the Administrative Agent; and (iii) such other related documents and information as the Administrative Agent shall have reasonably requested. The Borrower recognizes and agrees that (1) it shall have delivered to the Administrative Agent a preliminary draft of the certificate described herein not less than one (1) day prior to the Closing Date identifying which Acquisition Properties will be excluded from the Acquisition on the Closing Date, and (2) if the aggregate v...
Sample 1
Acquisition Documents; Consummation of Acquisition. The Administrative Agent shall have received copies of the executed Acquisition Documents in form and substance satisfactory to the Administrative Agent, which Acquisition Documents shall be certified by the Borrowers as true, complete and correct. CPG shall have certified that, except for the application of the proceeds of the Loans on the date hereof toward the purchase price, the Acquisition shall have been consummated as contemplated by and pursuant to the Acquisition Documents and applicable law (without any amendment to or waiver of any material terms or conditions of the Acquisition Documents not approved by the Required Lenders), and evidence thereof has been provided to the Administrative Agent in form and substance satisfactory to the Administrative Agent.
Sample 1

Related to Acquisition Documents; Consummation of Acquisition

  • Acquisition Documents As of the Closing Date: (a) Borrower has furnished Bank with true, correct and complete execution copies of all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (other than in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Acquisition Agreement Trade Republic acquires Securities outside of Germany if (1) Trade Republic, as a commission agent, executes buy orders in German domestic or foreign Securities outside of Germany or (2) Trade Republic, as a commission agent, executes buy orders in foreign Securities that are traded on the exchange or OTC in Germany but are usually acquired outside of Germany.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.

  • Descriptions of the Transaction Documents Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Merger Documents The Merger Documents contain all the material terms and conditions of the Merger and are in full force and effect and there have been no amendments, variations or waivers to the Merger Documents (in whole or in part) other than amendments thereto or waivers thereunder (excluding any waiver of or as contemplated by Section 9.02(a) of the Merger Agreement) which are not material and adverse to the financing under this Agreement, the Alternative Bridge Facility Agreement or the Bridge Facility Agreement.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

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