Closing Date Acquisition Documents Sample Clauses
The 'Closing Date Acquisition Documents' clause defines the set of legal documents that must be executed and delivered by the parties on the closing date of an acquisition transaction. These documents typically include the purchase agreement, transfer instruments, consents, and any ancillary agreements necessary to complete the transfer of ownership or assets. By specifying exactly which documents are required at closing, this clause ensures that all parties are clear on their obligations and that the transaction can be finalized efficiently and without dispute.
Closing Date Acquisition Documents. Attached thereto is a true, complete and correct copy of each of the material Closing Date Acquisition Documents in effect as of the Closing Date.
Closing Date Acquisition Documents. Holdings and the Borrowers have delivered to the Administrative Agent complete and correct copies of each Closing Date Acquisition Document and of all material exhibits and schedules thereto, in each case as of the date hereof.
Closing Date Acquisition Documents. Agent has received complete copies of the Closing Date Acquisition Agreement (including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any) and related Closing Date Acquisition Documents, including all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof. None of such documents and agreements has been amended or supplemented, nor have any of the provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to Agent. Each of the representations under the Closing Date Acquisition Documents made by Initial Borrower and, to the knowledge of Borrowers, each other Person party thereto is true and correct in all material respects.
Closing Date Acquisition Documents. Receipt by the Administrative Agent of (i) copies of the Closing Date Acquisition Agreement and all other material Closing Date Acquisition Documents, certified by an Authorized Officer of the Borrower as being true, complete and correct and (ii) evidence satisfactory to the Administrative Agent in its sole discretion that (x) the Closing Date Acquisition shall have been, or substantially simultaneously with the funding of the initial Loans hereunder will be, consummated in accordance with the terms of the Closing Date Acquisition Agreement, without any material amendment, material consent or material waiver (including any waiver of a material condition precedent to the Borrower’s or its applicable Affiliate’s obligation to close under the Closing Date Acquisition Agreement or otherwise consummate the Closing Date Acquisition) thereof except as consented to by the Administrative Agent and (y) no Material Adverse Effect (as defined in the Closing Date Acquisition Agreement) has occurred or is continuing as of the Closing Date.
Closing Date Acquisition Documents. The Borrowers have delivered to the Agents a complete and correct copy of the Closing Date Acquisition Documents. Each of the Closing Date Acquisition Documents to which each Borrower is a party constitutes the legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms. No Borrower and, to the Borrowers’ knowledge, no other Person party thereto is in default in the performance or compliance with any material provisions of the Closing Date Acquisition Documents. The Closing Date Acquisition Documents comply with, and the Closing Date Acquisition has been consummated in accordance with, all Applicable Laws in effect as of the Closing Date.
Closing Date Acquisition Documents. Receipt by the Administrative Agent of (i) copies of the Closing Date Acquisition Agreement and all other material Closing Date Acquisition Documents, certified by an Authorized Officer of the Borrower as being true, complete and correct and (ii) evidence satisfactory to the Administrative Agent in its sole 76
Closing Date Acquisition Documents. (a) The Borrower have delivered to the Administrative Agent a true, complete and correct copy of the material Closing Date Acquisition Documents. Each Loan Party has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Closing Date Acquisition Documents.
(b) As of the Closing Date, the Closing Date Acquisition has been consummated (or is being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance in all material respects with the terms of the Closing Date Acquisition Agreement. The Closing Date Acquisition will comply with all applicable material legal requirements, and all necessary material governmental, regulatory, creditor, shareholder, member, partner and other material consents, approvals and exemptions required to be obtained by a Loan Party in connection with the Closing Date Acquisition will be, prior to consummation of the Closing Date Acquisition, duly obtained and will be in full force and effect.
(c) The execution and delivery of the Closing Date Acquisition Agreement did not, and the consummation of the Closing Date Acquisition will not, violate any material statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any material order, judgment or decree of any court or governmental body binding on any Loan Party or, or result in a breach of, or constitute a default under, any material Contractual Obligation of any Loan Party.
(d) As of the Closing Date, no litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against, or, to the knowledge of any Responsible Officer of any Loan Party, threatened in writing against or affecting, any Loan Party or any Subsidiary which, in any manner, draws into question the validity or enforceability of the Closing Date Acquisition Agreement.
Closing Date Acquisition Documents. Borrowers have provided to the Purchaser true, correct and complete copies of the Closing Date Acquisition Agreement and the other Closing Date Acquisition Documents, including true, correct and complete copies of the final disclosure schedules referenced in and/or attached thereto. To Borrowers’ knowledge, all of the representations and warranties set forth in the Closing Date Acquisition Documents are true and correct in all material respects (or in all respects to the extent the representation or warranty is already qualified by a materiality concept). All of the conditions precedent to the “Closing” as defined in the Closing Date Acquisition Agreement have been fulfilled (or waived to the satisfaction of Purchaser) other than the payment of the purchase price due at such Closing. Immediately upon the funding of the Notes, the “Closing” under the Closing Date Acquisition Agreement shall be consummated in accordance with the terms and conditions thereof and all applicable Laws, without material waiver of any term or condition thereof which has not been consented to by the Purchaser.
Closing Date Acquisition Documents. Each Borrower hereby irrevocably authorizes and empowers the Lender or its agents, in their sole discretion, to assert, either directly or on behalf of any Borrower and each other Loan Party, at any time after the occurrence of an Event of Default and during the continuance thereof, any claims any Borrower may from time to time have against any person or entity or any of their affiliates with respect to any and all of the Contract Rights or with respect to any and all payments or other obligations due from the Sellers or any of their affiliates to the Borrowers or any other Loan Party under or pursuant to the Closing Date Acquisition Documents (“Payments”), and to receive and collect any damages, awards and other monies resulting therefrom and to apply the same on account of the Obligations. After the occurrence of any Event of Default and during the continuance thereof, the Lender may provide notice to the Sellers or any of their affiliates under Closing Date Acquisition Documents that all Payments shall be made to or at the direction of the Lender for so long as such Event of Default shall be continuing. Following the delivery of any such notice, the Lender shall promptly notify the Sellers and their affiliates, as the case may be, under the Closing Date Acquisition Documents upon the termination or waiver of any such Event of Default. After the occurrence of any Event of Default and during the continuance thereof, each Borrower hereby irrevocably makes, constitutes and appoints the Lender (and all officers, employees, or agents designated by the Lender ) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purpose of enabling the Lender or its agents to assert and collect such claims and to apply such monies in the manner set forth hereinabove, which appointment, being coupled with an interest, is irrevocable. Each Borrower shall keep the Lender informed of all circumstances bearing upon any potential material claim under or with respect to the Closing Date Acquisition Documents and the Seller Undertakings and such Borrower shall not, without the prior written consent of the Lender, (i) waive any of its rights or remedies under any Closing Date Acquisition Document with respect to any of the Seller Undertakings in excess of $250,000.00 in the aggregate during any Fiscal Year, (ii) settle, compromise or offset any amount payable by the sellers to such Borrower under any Closing Date Acquisition Document in excess of $250,000.00 in the ...
Closing Date Acquisition Documents. As of the Closing Date, ▇▇ ▇▇ has delivered to Agent a complete and correct copy of the Closing Date Acquisition Documents (including all schedules, exhibits, amendments, supplements, modifications and assignments). No Credit Party and no other Person party thereto is in default in the performance or compliance with any provisions thereof. Each such Closing Date Acquisition Document complies with, and the Closing Date Acquisition has been consummated in accordance with, all applicable laws. Each such Closing Date Acquisition Document is in full force and effect as of the Closing Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over any seller party to such Closing Date Acquisition Documents, any Closing Date Target, any Credit Party and other Persons referenced therein, with respect to the transactions contemplated by such Closing Date Acquisition Documents, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by such Closing Date Acquisition Documents or to the conduct by any Closing Date Target or an Credit Party of its business thereafter. To the best of GP II’s knowledge, no representations or warranties of any seller party to any such Closing Date Acquisition Document contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading.