Common use of Acquisition of Purchased Assets Clause in Contracts

Acquisition of Purchased Assets. Prior to the making of the Bridge Loans: (a) The Purchase Agreements and the transactions contemplated thereunder shall have been duly executed, delivered and performed in accordance with their terms by the respective parties thereto in all respects, including the fulfillment (not merely the waiver, except as may be disclosed to Lenders and consented to in writing by Lenders) of all material conditions precedent set forth therein and giving effect to the terms of the Purchase Agreements and the assignments to be executed and delivered by any Seller (or any of its respective affiliates or subsidiaries) thereunder, the Borrowers shall have acquired and have good and marketable title to the Purchased Assets, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder. (b) All actions and proceedings, required by the Purchase Agreements, applicable law or regulation shall have been taken and the transactions required thereunder shall have been duly and validly taken and consummated. 16 18 (c) No court of competent jurisdiction shall have issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Purchase Agreements and no governmental or other action or proceeding shall have been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the Purchase Agreements. (d) The Company shall have delivered, or caused to be delivered, to Lenders, true, correct and complete copies of the Purchase Agreements.

Acquisition of Purchased Assets. Prior to the making of the Bridge Loans: (a) The Purchase Agreements and the transactions contemplated thereunder shall have been duly executed, delivered and performed in accordance with their terms by the respective parties thereto in all material respects, including the fulfillment (not merely the waiver, except as may be disclosed to Lenders Lender and consented to in writing by LendersLender) of all material conditions precedent set forth therein therein, and giving effect to the terms of the Purchase Agreements and the assignments to be executed and delivered by any Seller (or any of its respective affiliates or subsidiaries) Sellers thereunder, the Borrowers shall have Borrower acquired and have has good and marketable title to the Purchased Assets, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder. (b) All actions and proceedings, proceedings required by the Purchase Agreements, applicable law or regulation shall have been taken (including, but not limited to, compliance with the Hart-Xxxxx-Xxxxxx Xxxi-Trust Improvements Act of 1976, as amended) and the transactions required thereunder shall have been duly and validly taken and consummated. 16 18. (c) No court of competent jurisdiction shall have has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Purchase Agreements and no governmental or other action or proceeding shall have has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the Purchase Agreements. (d) The Company shall have Borrower has delivered, or caused to be delivered, to Lenders, Lender true, correct and complete copies of the Purchase Agreements.

Acquisition of Purchased Assets. Prior to the making of the Bridge Loans: (a) The Purchase Agreements and the transactions contemplated thereunder shall have been duly executed, delivered and performed in accordance with their terms by the respective parties thereto in all respects, including the fulfillment (not merely the waiver, except as may be disclosed to Lenders Agent and consented to in writing by LendersAgent) of all material conditions precedent set forth therein and giving effect to the terms of the Purchase Agreements and the assignments to be executed and delivered by any Seller (or any of its respective affiliates or subsidiaries) thereunder, the Borrowers shall have acquired and have good and marketable title to the Purchased Assets, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder. (b) All actions and proceedings, required by the Purchase Agreements, applicable law or regulation shall (including, but not limited to, compliance with the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended) have been taken and the transactions required thereunder shall have been duly and validly taken and consummated. 16 18. (c) No court of competent jurisdiction shall have has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Purchase Agreements and no governmental or other action or proceeding shall have has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the Purchase Agreements. (d) The Company shall Borrowers have delivered, or caused to be delivered, to LendersAgent, true, correct and complete copies of the Purchase Agreements.

Acquisition of Purchased Assets. Prior to the making of the Bridge Loans: (a) The Purchase Agreements and the transactions contemplated thereunder shall have been duly executed, delivered and performed in accordance with their terms by the respective parties thereto in all respects, including the fulfillment (not merely the waiver, except as may be disclosed to Lenders Lender and consented to in writing by LendersLender) of all material conditions precedent set forth therein and giving effect to the terms of the Purchase Agreements and the assignments to be executed and delivered by any Seller Sellers (or any of its respective affiliates or subsidiaries) thereunder, the Borrowers shall have Just-Rite acquired and have has good and marketable title to the Purchased Assets, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder. (b) All actions and proceedings, required by the Purchase Agreements, applicable law or regulation shall (including, but not limited to, compliance with the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended) have been taken and the transactions required thereunder shall have been duly and validly taken and consummated. 16 18. (c) No court of competent jurisdiction shall have has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Purchase Agreements and no governmental or other action or proceeding shall have has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the Purchase Agreements. (d) The Company shall have Borrower has delivered, or caused to be delivered, to LendersLender, true, correct and complete copies of the Purchase Agreements.

Acquisition of Purchased Assets. Prior to the making of the Bridge Loans: (a) The Purchase Agreements and the transactions contemplated thereunder shall have been duly executed, delivered and performed in accordance with their terms by the respective parties thereto in all respects, including the fulfillment (not merely the waiver, except as may be disclosed to Lenders Lender and consented to in writing by LendersLender) of all material conditions precedent set forth therein and giving effect to the terms of the Purchase Agreements and the assignments to be executed and delivered by any Seller (or any of its respective affiliates Affiliates or subsidiariesSubsidiaries) thereunder, the Borrowers shall have Borrower acquired and have has good and marketable title to the Purchased Assets, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder. (b) All actions and proceedings, proceedings required by the Purchase Agreements, applicable law or regulation shall (including, but not limited to, compliance with the Hart-Scott-Rodino AntiTrust Impxxxxxxxxx Xxx xx 1976, as amended, but not including for this purpose applicable bulk sales statutes) have been taken and the transactions required thereunder shall have been duly and validly taken and consummated. 16 18consummated (except for those transactions required by the Purchase Agreements to be taken after the closing of the acquisition). (c) No court of competent jurisdiction shall have has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Purchase Agreements and no governmental or other action or proceeding shall have has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the Purchase Agreements. (d) The Company shall have Borrower has delivered, or caused to be delivered, to LendersLender, true, correct and complete copies of the Purchase Agreements.