Kraft Acquisition Clause Samples
The Kraft Acquisition clause defines the terms and conditions under which one party acquires Kraft or its assets. Typically, this clause outlines the procedures for the transfer of ownership, the obligations of both the buyer and seller, and any representations or warranties related to the acquisition. For example, it may specify timelines for due diligence, payment structures, and the handling of liabilities. The core function of this clause is to ensure a clear, legally binding framework for the acquisition process, minimizing disputes and allocating risks between the parties involved.
Kraft Acquisition. The Asset Purchase Agreement dated April 4, 2008, among the Sellers, the Parent and Oak Acquisition LLC (the “▇▇▇▇ Purchase Agreement”), shall be in form and substance satisfactory to such Purchaser, shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. All conditions precedent to the Company’s obligations to acquire the “Purchased Assets” (as defined in the ▇▇▇▇ Purchase Agreement) thereunder (the “Kraft Acquisition”) shall have been satisfied (except to the extent waived with the consent of such Purchaser), and substantially concurrently with the closing of the transaction contemplated hereby, Oak Acquisition LLC (now known as Kapstone Charleston Kraft LLC) shall have consummated the acquisition of the assets to be acquired thereunder. All necessary authorizations, consents, approvals, exceptions or other actions by or notices to or filings with any court or administrative or governmental body or other Person required in connection with the execution, delivery or performance of the ▇▇▇▇ Purchase Agreement or the consummation of the transactions contemplated thereby shall be final and in full force and effect and shall be in form and substance satisfactory to such Purchaser. Such Purchaser shall have received (i) a copy of the ▇▇▇▇ Purchase Agreement and all instruments, documents and agreements related thereto (the “Kraft Acquisition Documents”), and all other Related Agreements, certified by an Officer’s Certificate of the Parent, dated the date of closing, as correct and complete, (ii) an Officer’s Certificate of the Parent, dated as of the date of closing, certifying that no event or circumstance since December 31, 2007 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect (as such term is defined in the ▇▇▇▇ Purchase Agreement) except as set forth on Schedule 3H hereto shall have occurred or be threatened; and (iii) evidence that the sum of (a) the aggregate purchase price of the Kraft Acquisition, (b) the amount required to refinance the Existing Credit Agreement and (c) related fees and expenses shall not exceed $551,000,000.
Kraft Acquisition. (A) Evidence that the Kraft Acquisition shall have been or shall concurrently be consummated in accordance with applicable law and on the terms and conditions set forth in that certain Asset Purchase Agreement dated as of April 4, 2008 among the Sellers, the Parent and Oak Acquisition LLC (the “▇▇▇▇ Purchase Agreement”) submitted to the Administrative Agent, and no provision of the ▇▇▇▇ Purchase Agreement or the other documentation relating to the Kraft Acquisition (collectively, the “Kraft Acquisition Documents”) shall have been waived, amended, supplemented or otherwise modified in any material respect without the approval of the Administrative Agent.
(B) A copy, certified by a Responsible Officer of the Borrower as true and complete, of each Acquisition Document as originally executed and delivered, together with all exhibits and schedules thereto, and evidence that the sum of (A) the aggregate purchase price of the Kraft Acquisition, (B) the amount required to refinance the Existing Credit Agreement and (C) related fees and expenses shall not exceed $551 million.
(C) A copy, certified by a Responsible Officer of the Borrower as true and complete, of (i) the assignment agreement relating to the assignment of the Cogen Notes from Teachers to the Seller (the “Note Assignment”), (ii) the acknowledgement signed by Teachers relating to the Note Assignment, (iii) the BONY documents and (iv) the SCANA Side Letters, each on terms and conditions satisfactory to the Administrative Agent.