Initial Acquisition. (i) Evidence satisfactory to Lender that the Acquisition Documents are in full force and effect and, concurrently with the closing of this Agreement, the Initial Acquisition shall be consummated pursuant to the terms of the Acquisition Documents.
(ii) Certified copies of the each Seller Note and each Acquisition Document.
(iii) A duly executed copy of the legal opinion of Xxxxxxx Xxxxx + Xxxxxx LLP, counsel for the Target, which opinion shall be in form and substance satisfactory to the Lender, with respect to the Initial Acquisition and is either (A) addressed to the Lender or (B) accompanied by a reliance letter from such counsel addressed to the Lender that expressly states that the Lenders may rely on such opinion.
(iv) Evidence, in form and substance satisfactory to Lender, of the filing of the certificate of merger with the Secretary of State of the Sate of California with respect to the consummation of the merger.
Initial Acquisition. All conditions to the consummation and effectiveness of the Initial Acquisition (other than the payment of the purchase price) shall have been met. Furthermore, the Administrative Agent shall have received payoff letters in form and substance reasonably satisfactory to the Administrative Agent covering all Debt secured by liens which encumber any of the Properties being purchased by the Borrower or any of its Subsidiaries under the Initial Acquisition.
Initial Acquisition. On completion of a bankable feasibility study in relation to the Burnstone Project, Xxxxxxx will acquire 15% of the issued share capital of Southgold (the “Initial Shares”) from GBG (through its affiliate). The purchase price will be the value of the shares determined by taking the net present value of 15% of the Burnstone Project as determined by a valuation derived from the bankable feasibility study and the parameters of the valuation will be those that would ordinarily be applied by North American mining analysts when valuing South African gold deposits which are similar to the Burnstone Project and adjusting that figure for any other net assets or liabilities of Southgold. In the event that GBG is not required to provide funding for the acquisition by Xxxxxxx of the Initial Shares as contemplated in Section 1(a)(iv), Xxxxxxx shall be allowed a discount on such purchase price equal to the lesser of 10% or R2,000,000.
Initial Acquisition. In return for the Acquisition Consideration with respect to the Assets transferred on the Closing Date and other rights created by this Agreement, each of Trendwest, XX XX and TW Holdings hereby transfers, assigns, sells and grants to the Issuer, without recourse except as provided in Section 3.03 of this Agreement, on the Closing Date, any and all of such Seller's respective right, title and interest in and to all of such Assets relating to the Contracts set forth on Schedule I to the Asset Assignment. Each of the Sellers hereby acknowledges that its transfer of such Assets to the Issuer is absolute and irrevocable, without reservation or retention of any interest whatsoever by such Seller.
Initial Acquisition. Prior to or substantially concurrently with the Closing Date, the Initial Acquisition shall have been consummated, or shall be consummated substantially concurrently with the Advances hereunder, in accordance with the terms of the Purchase Agreement without giving effect to any amendments, consents or waivers by the Borrower that amend, modify or waive any terms of the Purchase Agreement, nor shall the Borrower have given a consent thereunder, in any case, in a manner adverse to the Lenders (in their capacities as such) without the consent of the Lead Arranger and the Required Lenders.
Initial Acquisition. The initial acquisition of Interoffice ------------------- by the Company.
Initial Acquisition. In return for the Asset Consideration and other rights created by this Agreement, each of the Sellers hereby transfers, assigns, sells and grants to TFI, without recourse except as provided in Section 3.03 of this Agreement, on the Closing Date, any and all of such Seller's respective right, title and interest in and to all of the Assets relating to the Contracts set forth on Schedule I to the Asset Assignment. Each of the Sellers hereby acknowledges that its transfer of the Assets to TFI is absolute and irrevocable, without reservation or retention of any interest whatsoever by such Seller.
Initial Acquisition. Cause the Initial Acquisition to be consummated in accordance with applicable law, the Initial Acquisition Agreement, the other Initial Acquisition Documentation and the Loan Documents (including Section 5.11 hereof) and comply in all material respects with all of the obligations of the Borrower arising under the Initial Acquisition Agreement and the other Initial Acquisition Documentation.
Initial Acquisition. The licensee shall make good faith efforts to acquire, if possible, tract(s) having a total area of approximately 300 acres, and a combined elk forage equivalency value of at least 1,437, calculated as described in the Elk Habitat Table below. If the licensee is unable to acquire initial tract(s) with the required elk forage equivalency value, funding made available for the initial tract(s) shall be carried over for general acquisition purposes consistent with this article.
Initial Acquisition. The transaction in which the Borrower purchased (a) certain of the assets of BKC consisting of sixty-eight (68) restaurants, (b) certain of the assets and business of Xxxxxxxx Xxxx and/or his affiliates consisting of eleven (11) restaurants and (c) certain of the assets and business of Xxxxxxx X. Xxxxxx and/or his affiliates consisting of three (3) restaurants pursuant to the Initial Asset Purchase Agreements on September 1, 1994. Initial Asset Purchase Agreements. The several Asset Purchase Agreements dated as of September 1, 1994 by and between (a) BKC and the Borrower, (b) Xxxxxxxx Xxxx and/or his affiliates and the Borrower, and (c) Xxxxxxx X. Xxxxxx and/or his affiliates and the Borrower. Intercompany Management Agreement. The Intercompany Management Consulting Agreement dated as of September 1, 1994 by and between the Borrower and Holdings.
