Closing of Acquisition. The transactions contemplated by the Antara Purchase Agreement shall have been consummated or shall be consummated substantially simultaneously with the Closing; provided that PRF acknowledges that the parties to the Antara Purchase Agreement have waived receipt of one of the Required Consents (as defined in the Antara Purchase Agreement) (the “Waived Consent”).
Closing of Acquisition. The Parties agree that the Closing of the transactions contemplated by Article II will take place in accordance with the provisions of Article VIII of the Acquisition Annex.
Closing of Acquisition. The Acquisition shall be consummated and closed contemporaneous with the Closing.
Closing of Acquisition. All of the conditions precedent to the closing of the Acquisition shall have occurred on or prior to the First Closing Date.
Closing of Acquisition. All conditions precedent to the closing of the Acquisition are satisfied (or waived with the prior written approval of Lender) and the Seller is irrevocably committed to transfer the Transferred Property to Borrower contingent solely upon payment of the applicable purchase price contained in the PSA. All of the deliverables required of the Seller under Section 6.5 of the PSA have delivered in the manner contemplated under that section. Other than to the extent disclosed to Lender in writing prior to the Closing to Borrower’s knowledge, Seller has performed all of the obligations of Seller that were required to be performed by it prior to the closing under the PSA.
Closing of Acquisition. Evidence that all conditions precedent to the closing of the Acquisition (except payment of the purchase price) have been satisfied, together with copies of all of the executed Acquisition Documents.
Closing of Acquisition. If the Company elects to acquire the Equity Interests or assets and liabilities of the Initial Member, the Initial Member shall cause such Equity Interests or assets and liabilities to be transferred to the Company free and clear of all Encumbrances (except, in the case of the assets of the Initial Member, Encumbrances that have been disclosed to the Company), and the Initial Member shall cause NGUSA and the seller of such Equity Interests to make customary representations and warranties in respect of due authorization, title, enforceability, no conflicts with agreements or applicable Laws, the need for any third party or Governmental consents and disclosing material assets, contracts and liabilities. The "Net Book Value" of the Initial Member shall be the difference, but not less than zero, between the aggregate assets of the Initial Member less the aggregate liabilities of the Initial Member, both determined in accordance with GAAP. Any dispute regarding the Net Book Value of the Initial Member shall be finally determined by the Agreed Accounting Firm designated in accordance with the Master Agreement. The acquisition of the Equity Interests of the Initial Member or the assets and liabilities of the Initial Member by the Company or its designee shall not include any Units or Shares or any indebtedness incurred to acquire any Units or Shares, and (i) immediately prior to the closing of such acquisition, the Initial Member shall distribute or otherwise transfer any Units or Shares held by it to its member(s) or shareholder(s) (as the case may be) and cause the Initial Member to be released from any indebtedness incurred to acquire any Units or Shares, and shall cause any Encumbrances on assets of the Company securing acquisition indebtedness for such Units or Shares to be released and (ii) any such Units or Shares and any such indebtedness shall not be included in determining the Net Book Value of the Initial Member. (e)
Closing of Acquisition. The Borrowers shall complete on the Drawdown Date of such Acquisition Credit Loan the purchase of the applicable Acquisition Assets pursuant to the applicable Acquisition Documents without recourse, if the total purchase price of such Acquisition Assets equals or exceeds $5,000,000, to any provision of such Acquisition Documents permitting the waiver by the Borrowers of any material condition, obligation, covenant or other requirement unless the Borrower shall have received the prior written consent of the Majority Banks, such consent not to be unreasonably withheld. Upon the purchase of the Acquisition Assets pursuant to the applicable Acquisition Documents, the Borrowers will have valid and marketable title to all of the assets and properties intended to be conveyed to the Borrowers pursuant to the such Acquisition Documents.
Closing of Acquisition. The Acquisition shall have been consummated or shall be consummated substantially simultaneously with the making of the Initial Term Loans. The Borrower shall have delivered to the Lenders copies of the Acquisition Documentation, certified as true and complete.
Closing of Acquisition. The Acquisition shall have been duly consummated on or before the Closing Date in all material respects in accordance with the Acquisition Documents. After giving effect thereto, Terex shall own, directly or indirectly, all of the outstanding shares of capital stock of the Companies (as defined in the Acquisition Documents), free and clear of all security interests, liens and encumbrances. The purchase price of the capital stock acquired pursuant to the Acquisition and all expenditures and transactions costs associated with the Acquisition shall not exceed $100,000,000 in the aggregate, exclusive of post-closing price adjustments.
