New Acquisitions. (a) The General Partner may propose from time to time in a written recommendation (an “Acquisition Plan”) to NYSCRF that the Partnership acquire from a third party one or more of the following: (i) land in the DC Metropolitan Area that is suitably zoned and entitled (with the exception of site plan approval and building permits) for development as an office building and which upon acquisition by the Company would be treated as a Vacant Land Property under this Agreement, (ii) land and improvements in the DC Metropolitan Area that are intended to be rehabilitated as a Redevelopment Property, or (iii) a Functional Office Property in the DC Metropolitan Area. The Acquisition Plan shall contain: (i) the maximum purchase price the General Partner would cause the Company to pay for the subject property, (ii) a description of the office market within which such property or properties are located, (iii) a summary of the existing leases (if any) of space within such property or properties, and (iv) with respect only to an Acquisition Plan relating to a proposed Redevelopment Property, a preliminary capital budget for the renovation costs and a preliminary estimate of the stabilized rentals projected to be generated from such property after completion of the renovations. NYSCRF will respond with its approval or disapproval of each Acquisition Plan (or of each property that is the subject thereof, if more than one) within twenty-five (25) days after receipt of the Acquisition Plan (and NYSCRF shall have the full 25 day period to respond and elect to participate in the project even if a shorter period is indicated or identified by the Acquisition Plan). If NYSCRF fails to respond in such twenty-five (25) day period, it shall be deemed to have disapproved such Acquisition Plan. The Company shall not undertake the acquisition of any land or buildings unless the acquisition has been recommended by the General Partner and approved by NYSCRF, either pursuant to the Annual Budget process or pursuant to an Acquisition Plan. Due diligence respecting the acquisition of Vacant Land, property suitable as Redevelopment Property and Functional Office Property shall be undertaken in accordance with the procedures set forth on Exhibit K.
(b) If the General Partner identifies land in the DC Metropolitan Area that may be suitable for development as an office building but requires rezoning or other entitlements that are not available as a matter of right as a condition to such a develo...
New Acquisitions. Borrower may use proceeds of the Loans to acquire additional Real Property Assets to be included as an Unleveraged Asset, subject to the requirements set forth below ("New Acquisitions"). It is understood and agreed that the Borrower may also use proceeds of the Loans to acquire Real Property Assets that are not New Acquisitions and in accordance with all other terms of this Agreement. New Acquisitions to be included as Unleveraged Assets shall be (i) income producing commercial properties (x) subject to existing long-term leases or (y) purchased in connection with sale-leaseback transactions, (ii) free of any Liens, and (iii) either (x) at a minimum, 90% leased or (y) at a minimum, 80% leased at the time of acquisition and 90% leased within six (6) months thereafter (it being understood that if such New Acquisition is not 90% leased within such six (6) months, then such New Acquisition shall not be deemed to be an Unleveraged Asset.
New Acquisitions. 12.01 Unless there is an order to the contrary from a governmental or authorized governmental agency, if the Company, a subsidiary or a new subsidiary acquires the tracks or supplementary territories in Quebec and the acquired tracks or territories include the hiring of active employees on these tracks or territories, they must be subjected to the terms and conditions of this collective agreement. The employees hired at the time of the acquisition shall be placed at the bottom of the Central Maine and Quebec Railway Canada Inc. seniority list, unless one of the conditions for such an acquisition requires the employees’ successor rights to be maintained. The Employer undertakes not to influence any request for the protection of the employees' successor rights.
12.02 The combination of train operations that overlap between the territories may be established on a prorated mileage or hourly basis in order to equalize employee groups.
12.03 If the Employer initiates a major change or a move of its operations as they exist on January 1st, 2005, the Employer undertakes to negotiate with the Union terms and conditions regarding the affected employees’ compensation.
New Acquisitions. Borrower may use proceeds of the ---------------- Loans to acquire additional Real Property Assets to be included as an Unleveraged Asset, subject to the requirements set forth below ("New --- Acquisitions"
New Acquisitions. 7.1. Any new items added to the Collections during the Term by way of deposit, loan, gift, purchase or bequest to Explore shall be transferred to the ownership or custodian trusteeship of the City Council.
7.2. Except as specified below, Explore shall pay the all initial costs (“the Transfer Costs”) and other storage and conservation costs relating to transfers of new Civic Archives and new acquisitions of Deposited Public Records and Private Archives added to the Collections during the Term. The Transfer Costs will be defined as the costs of:
a) making an initial inventory of the new archives;
b) providing storage media for the new archives;
c) initial transport of the new archives to the Premises; to the quality standards set out in the Collections Protocol.
7.3. The City Council shall pay the initial direct costs of new Civic Archives which are added to the Collections during the Term where that transfer is necessary for the City Council to meet the requirements of s224 of the Local Government Xxx 0000.
7.4. The City Council shall pay all storage costs for new Civic Archives added to the Collections during the Term where transfer to the Civic Archive is necessary for the City Council to meet the requirements of s224 of the Local Government Act 1972 and where:
a) for reasons of security, Data Protection, the safeguarding of children or other vulnerable persons, or commercial confidentiality the City Council requires the new acquisitions to be retained in the physical custody of the Council and not transferred to the Premises; or
b) for any reason the City Council requires Explore to obtain the explicit permission of the City Council Officer before giving public access to the new acquisitions;
New Acquisitions. Under Part 2 Sections 1, 2 and 3, at the request of the Insured, the Company will indemnify against liability a subsidiary organisation acquired or formed by the Insured during the Period of Insurance, provided that in respect of any newly acquired or formed organisation: ▪ full underwriting information is provided within 30 days of acquisition or formation, or within such other period as may be agreed by the Company; ▪ the business of the subsidiary organisation is similar to the Insured’s Business; and the Insured accepts any additional terms and conditions determined by the Company and pays any additional premium required.
New Acquisitions. On August 5, 1997, the Company consummated the merger of Flents Products Co., Inc., a New York corporation ("FPC"), which was principally engaged in the business of the manufacture of wax earplugs and the marketing and sale of earplugs and other safety and medical supplies, such as an eye drop delivery system, styptic devices, and air-filter masks, with and into the Company's wholly owned subsidiary, Flents Products Co., Inc., a Delaware corporation ("Flents"). On April 14, 1999, Flents consummated an asset acquisition of Xxxxxx Manufacturing, Inc. ("Xxxxxx"). The Company acquired substantially all of the net operating assets of Xxxxxx. The Xxxxxx operation, which is based in Michigan, is in the business of manufacturing, marketing and selling personal health and beauty care items, including some products similar to those sold by Flents. The purchase price was $17,750,000, excluding acquisition costs. To finance the Xxxxxx acquisition, at the Closing, the Company's subsidiaries borrowed approximately $16,000,000 for the acquisition, in addition to such subsidiaries ordinary working capital financing. Interest expense, net of interest income, for the Company for the three months ended March 31, 2000 was $704,202, compared to net interest expense of $264,572 for the three months ended March 31, 1999. The increase in net interest expense from 1999 to 2000 was due primarily to the financing costs associated with the acquisition of Xxxxxx. Net interest expense for Flents was $494,223 for the three months ended March 31, 2000, and $93,488 for the quarter ended March 31, 1999. The Company had a net loss of ($206,628) for the year ended December 31, 1999 compared to the Company's net income for the year ended December 31, 1998 of $2,492,229. The reduction in earnings from 1998 to 1999 resulted in significant part from and the financing costs associated with the acquisition of Xxxxxx. The Company had a net loss of ($553,943) for the three months ended March 31, 2000 compared to the Company's net income for the three months ended March 31, 1999 of $485,063. The reduction in earnings resulted in significant part from the financing costs associated with the acquisition of Xxxxxx. If the acquired companies do not perform as expected, the Company's operating results in the short and long term could be materially adversely affected. Additionally, the Company is likely to experience undercapitalization, cash shortages, set backs in product development and other risks comm...
New Acquisitions. The Borrowers represent and warrant that, since the Closing Date, Fine Host has acquired all of the issued and outstanding shares of capital stock of the following corporations (collectively, "New Subsidiaries"): (a) Statewide Industrial Catering, Inc., a New York corporation, (b) Best, Inc., a Minnesota corporation, (c) Total Food Service Direction, Inc., a Florida corporation, and (d) Global Food Services, Inc., a Florida corporation. The Borrowers will cause each of the New Subsidiaries to comply timely and fully with the requirements of subsection 6.12(b) of the Loan Agreement. The Borrowers hereby further represent and warrant that if, effective as of the date hereof, each of the New Subsidiaries were to become a party to the Loan Agreement and all of the other Loan Documents to which the Borrowers are parties, there would be no breach by any of the New Subsidiaries of any of its representations and warranties contained therein which would have a Material Adverse Effect, and there would be no events, circumstances or conditions (financial or otherwise) relating to any of the New Subsidiaries which would materially and adversely impair the ability of each of the New Subsidiaries to perform or observe all of its obligations thereunder in accordance with the terms thereof.
New Acquisitions. We may extend credit to you secured by the Property you wish to acquire. We will ask that you submit information to enable us to determine if your request for a loan meets our underwriting requirements. After you submit all information that we request, we will notify you how much we are prepared to lend, pricing and conditions. If you accept, we will ask you to sign a promissory note, security instrument and other loan documents on the Property in favor of us.
New Acquisitions. Notwithstanding the restrictions set forth herein with respect to mergers and acquisitions, Lender hereby agrees that Borrower may, from time to time, with prior written notice to Lender, acquire new veterinary clinics or other pet care related businesses consistent with its current business plan and create or acquire new Subsidiaries (each a “New Subsidiary”) in connection therewith (each, a “New Acquisition”) provided that the following conditions are met:
(a) No Default or Event of Default shall be continuing under the Loan Documents;
(b) Borrower shall be in compliance with the financial performance covenants provided in Section 4.3 on a proforma basis taking into account the proposed New Acquisition;
(c) Borrower’s Tangible Net Worth is greater than or equal to Borrower’s Tangible Net Worth prior to such New Acquisition;
(d) Borrower shall not incur any Indebtedness in connection with such acquisition other than Seller Debt not to exceed thirty-five percent (35%) of the gross purchase price paid by Borrower or its Subsidiary in connection with such New Acquisition; and
(e) Borrower shall, within sixty (60) days after the consummation of such new Acquisition: (i) cause each New Subsidiaries to guaranty the Obligations (or otherwise join this Agreement as a Borrower) and to grant to Lender a Lien in all personal property of such Person to secure the Obligations, which Lien shall be subject to all Permitted Encumbrances. The documentation for such guaranty, joinder and security shall be substantially similar to the Loan Documents executed concurrently herewith with such modifications as are reasonably requested by Lender. The requirements of this subsection (e) shall terminate at such time as Borrower shall have obtained additional equity capital of at least $20,000,000.00 in connection with the SPAC Merger or otherwise.
