Asset Purchases Clause Samples

Asset Purchases. Except as permitted by Section 2.1(a) of this Agreement, deliver to the Bank concurrently with any request for a Revolving Credit Loan or Term Loan to finance the cost of an Asset Purchase: (a) copies of all due diligence performed by the Borrowers with respect to such purchase, if requested by the Bank, provided however that the Borrowers shall in all cases provide the Bank with an environmental assessment with respect to any real property purchases; (b) financial information on the impact of the acquisition on the financial condition of the Borrowers including, without limitation, a twelve month management prepared pro forma financial statement and statement of cash flows for the Borrowers reflecting the acquisition, and such other financial information as the Bank may reasonably request; (c) all documents required, to the satisfaction of the Bank and its counsel, to grant the Bank a first priority security interest under the Uniform Commercial Code as security for such Loan in the fixed assets acquired (and in the fixed assets of any corporation the stock of which is acquired) including, without limitation, machinery and equipment (including, without limitation, fixtures, office equipment and furniture), accessions and proceeds of any of the foregoing; (d) all documents required, to the satisfaction of the Bank and its counsel, to grant the Bank a first lien in any real property acquired, including, without limitation, title insurance; and (e) evidence of insurance on all assets required in accordance with the provisions of Section 5.5 of this Agreement; provided however, that the Bank may request the Borrowers to deliver to the Bank any of the above after the funding of any Non-Approval Loan and that if collateral is delivered by Nutrition Management to the Bank under subsection (c) or (d) above, such collateral shall be held in escrow in accordance with Section 3.15 of this Agreement.

Asset Purchases. Purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person, except for any: (i) purchases where the Borrower has received consent from the Required Lenders to such purchase or acquisition;(ii) Investments may be made to the extent permitted by Section 5.02(k) (Permitted Investments); and (ii) Permitted Acquisitions so long as: (A) no Event of Default or Potential Event of Default shall have occurred at the time of, or after giving effect to, such Permitted Acquisition; (B) where the Borrower has received consent from the Required Lenders to such Permitted Acquisition; (C) all representations and warranties contained in the IFC Financing Documents are true and correct in all material respects; and (D) the Borrower shall have given 10 days’ prior written notice of such Permitted Acquisition, together with a certificate from its chief financial officer certifying compliance with the foregoing;

Asset Purchases. Pursuant to I.R.C. §§ 401 and 4975, the Manager may not enter into any asset purchase on behalf of the Company, which is considered a “Prohibited Transaction” under tax-law statutes for qualified plans. A Prohibited Transaction shall include, but is not limited to, the Company purchasing property from the Qualified Plan Owner, a spouse, ancestor, or lineal descendant of a Manager or a Member, who also, combined with their personal ownership and that of their qualified plan, owns fifty percent (50%) or more of the Company.

Asset Purchases. The Borrowers represent and warrant to the Agent and the Banks that they intend to operate: (a) the business acquired pursuant to the Dubois Asset Purchase as a di▇▇▇▇▇▇ of Superior of Pennsylvania under the name, "Superior Services-Dubois, a division of Superior W▇▇▇▇ ▇ervices of Pennsylvania, Inc." (b) the business acquired pursuant to the Columbus Asset Purchase as a division of Superior of Ohio under the name, "Superior Services-Columbus, a division of Superior of Ohio, Inc." (c) the businesses acquired pursuant to the Green Bay Asset Purchase and the M&N Asset Purchase as a division of Superior of Wisconsin under the name, "Superior Services-Green Bay, a division of Superior of Wisconsin, Inc."

Asset Purchases. The transactions contemplated by the Controlled --------------- Asset Contribution Agreement and the MMPT Asset Purchase Agreements have been consummated in accordance with their respective terms and without breach by True North of any covenant or obligation thereunder.

Asset Purchases. Concurrently with the execution of this Agreement, the Company and an affiliate of ▇▇▇▇▇▇▇▇ have executed that certain Asset Purchase and Sale Agreement providing for the Company’s sale of certain assets to ▇▇▇▇▇▇▇▇ or its affiliates (the “Asset Purchase and Sale Agreement”).

Asset Purchases. Purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the Ordinary course of business) of any Person, except for any: (i) expenditures for fixed or other non-current assets by the Obligors or any of their respective Subsidiaries shall be permitted to the extent not in violation of Section 5.02(b) (Capital Expenditures); (ii) Investments may be made to the extent permitted by Section 5.02(l) (Permitted Investments); and (iii) Permitted Acquisitions so long as; (A) no Event of Default or Potential Event of Default shall have occurred at the time of, or after giving effect to, such Permitted Acquisition; (B) calculations made by the Obligors with respect to all financial covenants for the respective Calculation Period on a Pro Forma Basis show that all financial covenants would have been complied with as if such Permitted Acquisition had occurred on the first day of such Calculation Period; (C) all representations and warranties contained in the IFC Financing Documents are true arid correct; and (D) the Borrower shall have given 10 days’ prior written notice of such Permitted Acquisition, together with a certificate from its chief financial officer containing the relevant calculations and certifying compliance with the foregoing;

Asset Purchases. The Company, or its subsidiaries, shall have completed the Aerogroup Acquisition.

Asset Purchases. Except in the case of the Borrower and its Subsidiary, acquire all or substantially all of the assets of any Person, except that Borrower or any of its Subsidiaries may, without the prior written consent of Lenders, acquire all or substantially all of the assets of any Person so long as (a) Borrower gives Lenders prior written notice of such acquisition, (b) such acquisition is in the same, similar or complementary business of Borrower, (c) neither Borrower nor any Subsidiary shall assume or create any liabilities or contingent obligations in connection with such acquisition in an amount in excess of $50,000,000 in the aggregate, (d) Agent for the ratable benefit of Lenders has a first priority security interest in the Accounts and Inventory acquired immediately following such acquisition, (e) the purchase price for such assets, when added to the purchase price paid for all other acquisitions of assets permitted pursuant to this Section 8.08 do not exceed $50,000,000 in the aggregate for the then current fiscal year and (f) there exists no Event of Default, or any event which, with the giving of notice or passage of time or both, or after giving effect to such acquisition, would constitute an Event of Default. In connection with any such acquisition, the Borrower or any such Subsidiary shall be permitted to secure the indebtedness permitted pursuant to clause (c) of this Section 8.08 with the assets acquired (other than Accounts and Inventory).