Consummation of Acquisitions. The Parent has delivered to the Administrative Agent complete and correct copies of the Falcon Acquisition Documents, including all schedules and exhibits thereto. The Falcon Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Falcon Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such sale other than such as have been obtained on or prior to the Effective Date. Each Falcon Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Falcon Acquisition Agreement have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Falcon Acquisition Document has been amended or otherwise modified, and there has been no breach of any material term or condition of any Falcon Acquisition Document. (bt) By the date on which any Loans are made to fund the Kilimanjaro Acquisition pursuant to Section 5.02(g), the Parent shall have delivered to the Administrative Agent complete and correct copies of the Kilimanjaro Acquisition Documents, including all schedules and exhibits thereto. The Kilimanjaro Acquisition Documents, when so delivered, shall set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there shall be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Kilimanjaro Acquisition Documents shall have been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by...
Consummation of Acquisitions. Prior to or concurrently with ---------------------------- each Acquisition Closing, FINOVA shall have received evidence that (i) such Acquisition is in accordance with the terms of the applicable Acquisition Instruments, (ii) if such Acquisition is an Asset Acquisition, (a) the applicable Acquisition Subsidiary will acquire concurrently with the Acquisition Closing good and marketable title to all of the Property which is being purchased pursuant to such Acquisition Instruments, free and clear of all Liens except Permitted Liens and (b) any Indebtedness to be assumed by such Acquisition Subsidiary pursuant to the terms of such Acquisition Instruments shall be in an amount and on terms satisfactory to FINOVA, (iii) if such Acquisition is an Equity Acquisition, (a) the Property owned by the applicable Target and the capital stock or other equity interests which are the subject of such Acquisition shall be free and clear of all Liens except Permitted Liens, (b) any Indebtedness to be assumed by Infocure or the applicable Acquisition Subsidiary pursuant to the terms of such Acquisition Instruments shall be in an amount and on terms satisfactory to FINOVA and (c) FINOVA shall be satisfied that adequate provision has been made to protect InfoCure or the applicable Acquisition Subsidiary against the assumption of material undisclosed liabilities and (iv) any consent, authorization or approval which is required from any Governmental Body or other Person as a condition to the consummation of such Acquisition, the failure to obtain which would prevent InfoCure or the applicable Acquisition Subsidiary from operating the business which is the subject of such Acquisition, shall have been obtained.
Consummation of Acquisitions. Prior to or concurrently with each Acquisition Closing, Lender shall have received evidence that (i) such Acquisition is in accordance with the terms of such Funded Acquisition as set forth in the applicable request for advance with such modifications as are reasonably satisfactory to Lender, (ii) the Obligor consummating such Acquisition shall have acquired, or will acquire concurrently with the Acquisition Closing, good and marketable title or a first priority Lien, as appropriate to all of the Property which is being purchased pursuant to such Acquisition Instruments, free and clear of all Liens and Indebtedness, except for the Dealer Holdback Debt and Permitted Senior Liens. In connection with any such Funded Acquisition,
Consummation of Acquisitions. Purchaser shall use its best efforts to perform and fulfill, and shall use its best efforts to cause its Subsidiaries to perform and fulfill, all conditions and obligations on their part to be performed and fulfilled under this Agreement, to the end that the Acquisition shall be consummated.
Consummation of Acquisitions. Evidence that such Scheduled Acquisition shall have been (or shall be simultaneously) consummated in all material respects in accordance with the terms of the respective Scheduled Acquisition Agreement (except for any modifications, supplements or waivers thereof, or written consents or determinations made by the parties thereto, that shall be satisfactory to the Majority Lenders), and the Administrative Agent shall have received a certificate of a Senior Officer to such effect. In addition, promptly following the consummation of such Scheduled Acquisition the Company shall deliver to the Administrative Agent true and complete copies of the documents delivered in connection with the closing of such Scheduled Acquisition pursuant to such Scheduled Acquisition Agreement, including, to the extent counsel for the respective Seller(s) are willing to deliver the same (and, in that connection, the Company agrees to use its reasonable commercial efforts to obtain the same), copies of the legal opinions delivered to the Company pursuant to such Scheduled Acquisition Agreement in connection with such Scheduled Acquisition, together with a letter from each Person delivering such opinion (or authorization within such opinion) authorizing reliance thereon by the Administrative Agent and the Lenders.
Consummation of Acquisitions. Prior to or concurrently with each Acquisition Closing, Agent shall have received evidence that (i) such Acquisition is in accordance with the terms of the applicable Acquisition Instruments with such modifications as are reasonably satisfactory to Agent and (ii) (A) the Borrower consummating such Acquisition will acquire concurrently with the Acquisition Closing, good and marketable title to the Property which is the subject to such Acquisition and (B) if the subject of such Acquisition is a Subsidiary, such Subsidiary will on the Acquisition Closing Date own good and marketable title to all of its Property, in each case free and clear of all Liens and Indebtedness, except the Dealer Holdback Debt.
Consummation of Acquisitions. Section 4.25 of the Credit Agreement is amended in its entirety to read as follows: Section
Consummation of Acquisitions. (i) All conditions to the Duluth Acquisition set forth in the Duluth Acquisition Agreement shall have been satisfied, or the fulfillment of any such conditions shall have been waived with the consent of Administrative Agent and all conditions to the Fort Xxxxx Acquisition set forth in the Fort Xxxxx Acquisition Agreement shall have been satisfied, or the fulfillment of any such conditions shall have been waived with the consent of Administrative Agent;
(ii) the Duluth Acquisition shall have become effective in accordance with the terms of the Duluth Acquisition Agreement, and the Fort Xxxxx Acquisition shall have become effective in accordance with the terms of the Fort Xxxxx Acquisition Agreement;
(iii) (a) the aggregate cash consideration paid to the Duluth Sellers and their Affiliates in respect of the Duluth Acquisition on the Closing Date shall not exceed $9,487,847.01, (b) the aggregate cash consideration paid to the Fort Xxxxx Xxxxxxx and their Affiliates in respect of the Fort Xxxxx Acquisition on the Closing Date shall not exceed $45,417,485.00; and
(iv) Transaction Costs shall not exceed $1,741,336.21, and Administrative Agent shall have received evidence to its satisfaction to such effect.
Consummation of Acquisitions. 21 3.21 INDEBTEDNESS ...........................................................................21 3.22 INVESTMENTS ............................................................................22 3.23 INSURANCE ..............................................................................22 3.24
Consummation of Acquisitions. The Acquisitions have been duly consummated in accordance with the terms of the Acquisition Agreements without amendment or waiver of any material term or provision thereof. True and correct copies of the Acquisition Agreements have been delivered to each Purchaser pursuant to SECTION 2.1(j). The Company is not in default under either of the Acquisition Agreements or under any instrument or document to be delivered in connection therewith. All of the transactions engaged in by the Company and its Affiliates as part of the Acquisitions were legal and valid and in compliance with all applicable law.
