Asset Acquisitions Clause Samples

Asset Acquisitions. Not later than fifteen (15) days prior to the consummation of any Asset Acquisition in which the total consideration (including all cash, debt, stock, other property, and assumption of obligations for borrowed money) exceeds $15,000,000 and provided that no Default or Event of Default has occurred or would occur as a result of such Asset Acquisition, notice of the pendency of such Asset Acquisition, the following: (a) a reasonably detailed description of the operating profile for the assets to be acquired in such Asset Acquisition, and (b) a reasonably detailed description of the terms and conditions of such Asset Acquisition, including the purchase price and the manner and structure of payment(s), accompanied by copies of the then-current drafts of the proposed acquisition agreement(s), and (c) copies of financial statements for the assets to be acquired for the two (2) most recent fiscal years and for any subsequent interim accounting periods, and (d) a certificate duly executed by a Responsible Officer of the Borrower, in form satisfactory to the Administrative Agent, certifying that no Default has occurred and is continuing or will result from such Asset Acquisition (assuming Lenders consent to or waive any noncompliance with Section 9.8), certifying that after giving Pro Forma Effect to such Asset Acquisition such Responsible Officer reasonably believes that such Asset Acquisition will not result in a violation of any of the financial covenants contained herein during the twelve (12) month period following such Asset Acquisition, and setting forth computations demonstrating compliance with all financial covenants contained herein as of the end of the Fiscal Quarter then most recently completed, after giving Pro Forma Effect to such Asset Acquisition.

Asset Acquisitions. No Borrower Party shall purchase or acquire any assets or Property other than (a) assets reasonably required for the completion of the Project in accordance with the Construction Budget, (b) assets in consideration of O&M Expenses expended in accordance with Section 7.25, (c) assets acquired in connection with any Restoration of the Project in accordance with the Collateral Agreement and the Accounts Agreement and (iv) Permitted Investments.

Asset Acquisitions. As of the Effective Time, none of Shire, ------------------ any qualified subsidiary of Shire or any qualified partnership of which Shire is a partner (each as defined above in Section 3.2(dd)) will own any assets acquired outside the ordinary course of business within the preceding 36-month period that would cause Shire to fail to satisfy the "substantiality test" set forth in Treas. Reg. (S) 1.367(a)-3(c)(3)(iii).

Asset Acquisitions. Not later than thirty (30) days prior to the consummation of any Asset Acquisition, notice of the pendency of such Asset Acquisition (or if such notice is not reasonably practicable, such prior notice not less than fifteen (15) Business Days prior to such consummation as is reasonably practicable), and not later than fifteen (15) Business Days prior to the consummation of such Asset Acquisition, the following: (a) a reasonably detailed description of the operating profile for the assets to be acquired in such Asset Acquisition, and (b) a reasonably detailed description of the terms and conditions of such Asset Acquisition, including the purchase price and the manner and structure of payment(s), accompanied by copies of the then-current drafts of the proposed acquisition agreement(s), and (c) with respect to any Permitted Acquisition, a certificate duly executed by a Responsible Officer of the Borrower, in form satisfactory to the Administrative Agent, certifying that no Default has occurred or is continuing or will result from such Asset Acquisition, certifying that after giving Pro Forma Effect to such Asset Acquisition and to any other transactions or occurrences to which such term is applicable as of the date of determination, such Responsible Officer reasonably believes that such Asset Acquisition will not result in a violation of any of the financial covenants contained herein during the twelve (12) month period following such Asset Acquisition, and setting forth computations demonstrating compliance with all financial covenants contained herein as of the end of the Fiscal Quarter then most recently completed, after giving Pro Forma Effect to such Asset Acquisition and to any other transactions or occurrences to which such term is applicable as of the date of determination, and (d) with respect to any Asset Acquisition that does not constitute a Permitted Acquisition: (1) copies of financial statements for the assets to be acquired for the two (2) most recent fiscal years and for any subsequent interim accounting periods, and (2) a certificate duly executed by a Responsible Officer of the Borrower, in form satisfactory to the Administrative Agent, certifying that no Default has occurred or is continuing or will result from such Asset Acquisition (assuming Requisite Lenders consent to or waive any violation of subsection 9.7(c)), certifying that after giving Pro Forma Effect to such Asset Acquisition and to any other transactions or occurrences to whic...

Asset Acquisitions. Without prior approval of the Majority Holders, the Company will not, and will cause each of its direct or indirect Subsidiaries and its Managed PCs not to, acquire any assets with an aggregate value in excess of $1,000,000.

Asset Acquisitions. Section 7.9 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

Asset Acquisitions. Lessee and Lessor will cooperate in good faith to ensure that all CREZ Assets are acquired in Lessor’s name or are acquired by Lessee and subsequently transferred to Lessor, subject to any necessary regulatory approvals. In connection therewith, Lessee agrees (a) to transfer to Lessor all previously acquired CREZ Assets, (b) that any future-acquired CREZ Assets will be deemed automatically transferred to Lessor, (c) to take reasonable actions as are necessary and appropriate to document the transfer of any such CREZ Assets to Lessor and, if applicable, to memorialize the security interest in such CREZ Assets required to be granted pursuant to the terms of the Debt Agreements, including through the delivery and recordation of mortgages, deeds of trust or UCC financing statements, and (d) to take reasonable steps to record the transfer and such security interest in the records of the applicable county or other applicable locale in which the CREZ Assets are located.

Asset Acquisitions. Lessee and Lessor will cooperate in good faith to ensure that all ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets (including Footprint Projects relating to the ▇▇▇▇▇▇▇ Transmission Loop Assets) are acquired in Lessor’s name or are acquired by Lessee and subsequently transferred to Lessor. In connection therewith, Lessee agrees (a) to transfer to Lessor all previously acquired ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets (including Footprint Projects relating to the ▇▇▇▇▇▇▇ Transmission Loop Assets), (b) that any future-acquired ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets will be deemed automatically transferred to Lessor, (c) to take reasonable actions as are necessary and appropriate to document the transfer of any such ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets (including Footprint Projects relating to the ▇▇▇▇▇▇▇ Transmission Loop Assets) to Lessor and, if applicable, to memorialize the security interest in such ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets (including Footprint Projects relating to the ▇▇▇▇▇▇▇ Transmission Loop Assets) required to be granted pursuant to the terms of the Debt Agreements, including through the delivery and recordation of mortgages, deeds of trust or UCC financing statements, and (d) to take reasonable steps to record the transfer and such security interest in the records of the applicable county or other applicable locale in which the ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets (including Footprint Projects relating to the ▇▇▇▇▇▇▇ Transmission Loop Assets) are located.

Asset Acquisitions. Since the date of the Business Loan Agreement, the total amount of asset acquisitions, including license agreements and product rights, permitted under Paragraph 6.21 (h) was $__________________. Maximum permitted in aggregate $100,000,000