Common use of Asset Acquisitions Clause in Contracts

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 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 (e) any other written information regarding such Asset Acquisition, not described above in this Section 8.2.4, that is furnished to the directors of the Borrower.

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)Acquisition, and not later than fifteen ten (1510) Business Days prior to the consummation of such Asset Acquisition, Borrow shall deliver to the Lenders 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 proposed 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 the proposed closing date thereof, and (c) copies of financial statements for the Person owning the assets to be acquired or in which stock is being purchased in the transaction for the two (2) most recent fiscal years, if available, and for any subsequent interim accounting periods, and (d) pro forma financial projections for the Borrower and its consolidated Subsidiaries for the current and next two (2) fiscal years; (e) appraisals (to the extent generated as part of the acquisition); (f) historical financial statements of the applicable Target for the three (3) fiscal years prior to such acquisition (or, if such Target has not been in existence for three (3) years, for each year such Target has existed or if such historical financial statements do not exist, then such historical financial statements as are available); (g) a general description of the applicable Target's business; (h) a description of threatened (to the extent known by the Borrower) or pending material litigation involving the applicable Target; (i) a description of the proposed method of financing the acquisition, including sources and uses; (j) a list of locations of all material personal and real property of the applicable Target, including the location of its chief executive office; (k) in the event any of the Target's executive management employees shall be employed by Borrower or any of Borrower's Subsidiaries following the consummation of the acquisition, a description of such executive management employees; (l) a description of, and if requested by any Lender , copies of all material agreements binding upon the applicable Target or any of its real property; (m) evidence that the applicable Target will have in place at the time such acquisition is consummated, with financially sound and reputable insurers, public liability and property damage insurance with respect to any Permitted Acquisition, its business and properties against loss or damage of the kinds customarily carried or maintained by Persons of established reputation engaged in similar businesses and in commercially reasonable amounts (n) 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 and 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 relevant transaction occurring during the date of determination, then most recent twelve (12) month period 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 relevant transaction occurring during 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) then 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 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, period; and (e) any other written information regarding such Asset Acquisition, not described above in this Section 8.2.4, that is furnished to the directors of the Borrower.

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 determinationAcquisition, 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 82 84 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 (e) any other written information regarding such Asset Acquisition, not described above in this Section 8.2.4, that is furnished to the directors of the Borrower.