Post-Acquisition Sample Clauses

Post-Acquisition a. Upon acquiring the Right-of-Way by deed or by final order in condemnation, City shall provide Subdivider with an accounting (the “Accounting”) of all compensation, costs and expenses incurred, paid and/or due under this Agreement. After first applying all remaining cash advances and deposits made with the City pursuant to this Agreement, City shall make written demand on Subdivider for the payment of any amounts greater than the remaining balance of all cash advances and deposits. Subdivider shall, within ten business days after receiving said demand and Accounting, pay the City the amount that the City has determined to be the remaining balance.
Sample 1
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Post-Acquisition. Unlimited guarantee from the Target and each of its subsidiaries; 5. Post-Acquisition: Debenture Agreement(s) from the Target and each of its subsidiaries, providing the Lenders with a first-ranking security interest over all of its tangible and intangible assets (other than shares) and including, without limitation, all freehold interests in any owned real properties other than any real properties subject to Permitted Pension Security, whether now owned or hereafter acquired, subject to permitted encumbrances to be agreed. 6.
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Post-Acquisition. Leasehold charges, access agreements (or the equivalent) and tri-party agreements (or the equivalent) in respect of each material leased property other than any property subject to Permitted Pension Security. 7.
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Post-Acquisition. Agent to be named as first mortgagee and loss payee on property insurance policies and as an additional insured on liability insurance policies other than any insurance policies subject to Permitted Pension Security. Insurance to include business interruption insurance. Property insurance policies to include standard mortgage clause. Certified copies of policies to be provided. 8. Post-Acquisition: Priority agreements as determined by the Lenders including but not limited to agreements with original equipment manufacturer (“OEM”) captives providing floor plan financing. Conditions Precedent to Bridge Facility Drawdown: Usual and customary for this type of transaction, each in form and substance satisfactory to the Lenders including and limited to: 1. Each condition set forth in Schedule 5 (Conditions Precedent) of the Interim Facility Agreement with appropriate modifications to reference the Bridge Facility in place of the Interim Facility. 2. Delivery of the Loan Documents (other than any Loan Documents noted herein as being delivered Post-Acquisition). 3. Payment of fees and expenses. 4. Delivery of a copy of the final draft Announcement. 5. Currency exchange rate for the drawdown or drawdowns, as applicable, under the Bridge Facility to be fixed and in place as at the time of Announcement, by way of hedging arrangements to be entered into by the Arrangers and the Borrower. 6. A legal opinion of: (a) Xxxxx Xxxxx Jersey LLP, counsel to the Lenders as to Jersey law, in relation to the due authorisations and capacity of the Parent to enter into the Loan Documents to which it is party; and (b) Xxxx Xxxxxxxx LLP, counsel to the Lenders as to English law, in relation to the enforceability of the Loan Documents and the due authorisation and capacity of the Borrower to enter into the Loan Documents to which it is a party. The Lenders shall not have any obligation under the Bridge Facility Documentation to make available to the Borrower any part of the Bridge Facility should the Borrower fail to satisfy any of the foregoing conditions precedent, each in form and substance satisfactory to the Lenders, unless otherwise waived by the Lenders, in their sole and absolute discretion. Certain Funds: The Bridge Facility will be made available on a customary "certain funds basis" on terms and conditions (including with respect to conditions precedent and/or other conditions to, or requirements in respect of, any drawdown of the Bridge Facility (howsoever described) during...
Sample 1
Post-Acquisition. Notwithstanding anything to the contrary herein, from and after the closing under the Agreement and Plan of Acquisition dated as of September 14, 1995 (the "Acquisition agreement") by and among the Company, Kulicke and Xxxxx Industries, Inc. ("K&S"), Kulicke and Xxxxx Acquisition Corporation and certain stockholders of the Company, (a) Employee shall cease to be an employee of the Company and shall not serve as an officer, director or employee of the Company or any of its affiliates (except as contemplated in Section 6.5 of the Acquisition Agreement or as may otherwise expressly be agreed to in writing by K&S) and (b) neither the Company nor any of its affiliates shall have any further obligation or liability to Employee pursuant to this Agreement (including, without limitation, with respect to compensation, benefits and vacation) other than provided in Section 6 hereof regarding annual payments of $200,000. Employee acknowledges that this Agreement and the Acquisition Agreement contain provisions regarding confidentiality and non-competition which may, in certain respects, differ in scope. Nevertheless, the Company (and K&S) shall be entitled to enforce these provisions independently; neither of these provisions shall in any way be read or construed to limit the scope of the other." The Agreement, as amended hereby, is ratified and confirmed in all respects. If you are in agreement with the foregoing, please execute the enclosed copy of this letter, whereupon we shall be mutually legally bound under the Alabama law. Very truly yours, CIRCLE "S" INDUSTRIES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ----------------------- Xxxxxxx X. Xxxxxxx Treasurer and Chief Financial Officer ACKNOWLEDGED AND AGREED: /s/ Xxxxx X. Xxxxxxxx, Xx. -------------------------- Xxxxx X. Xxxxxxxx, Xx.
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Post-Acquisition. Upon completion of the acquisition of the Buildings and the Initial Financing, the Company will proceed with Leasing and management of the Project.
Sample 1

Related to Post-Acquisition

  • Permitted Acquisition any Acquisition by any Borrower in a transaction that satisfies each of the following requirements: (a) such Acquisition is not a hostile acquisition or contested by the Person to be acquired; (b) the assets being acquired (other than a de minimis amount of assets in relation to Borrower’s and its Subsidiaries’ total assets), or the Person whose Equity Interests are being acquired, are useful in or engaged in, as applicable, the business of Borrower and its Subsidiaries or a business reasonably related thereto; (c) both before and after giving effect to such Acquisition, each of the representations and warranties in the Loan Documents is true and correct; (d) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of such Acquisition; (e) as soon as available, but not less than 30 days prior to such Acquisition, the Borrowers have provided Agent (i) notice of such Acquisition and (ii) a copy of all available business and financial information reasonably requested by Agent including pro forma financial statements, statements of cash flow, and Availability projections; (f) not later than 15 Business Days prior to the anticipated closing date of such Acquisition, Borrowers shall have provided the Agent with copies of the acquisition agreement and other material documents relative to such Acquisition, which agreement and documents must be reasonably acceptable to Agent; (g) the aggregate purchase consideration payable (including deferred payment obligations, but excluding issuances of Equity Interests of Clearwater) in respect of all Acquisitions made during the term of this Agreement shall not exceed $50,000,000; (h) if such Acquisition is an acquisition of the Equity Interests of a Person, the Acquisition is structured so that the acquired Person shall become a wholly-owned Subsidiary of a Borrower and, in accordance with Section 10.1.9, an Obligor pursuant to the terms of this Agreement; (i) if such Acquisition is an acquisition of assets, the Acquisition is structured so that an Obligor (or a newly organized Subsidiary that becomes an Obligor) shall acquire such assets; (j) the assets being acquired (other than a de minimis amount of assets in relation to the assets being acquired) are located within the United States, or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United States; (k) no Debt will be incurred, assumed, or would exist with respect to Borrower or its Subsidiaries as a result of such Acquisition, other than Debt permitted under Section 10.2.1 and no Liens will be incurred, assumed, or would exist with respect to the assets of Borrower or its Subsidiaries as a result or such Acquisition other than Permitted Liens; and (l) both before and after giving effect to any such Acquisition, Modified Availability is greater than $50,000,000. In no event will assets acquired pursuant to a Permitted Acquisition constitute Eligible Accounts, Eligible Inventory or Eligible Semi-Finished Inventory prior to completion of a field examination and other due diligence acceptable to Agent in its discretion.

  • Approved Acquisitions Notwithstanding anything contained herein to the contrary, upon the consummation of any merger or other acquisition transaction of the type described in clause (A), (B) or (C) of Section 13.1 involving the Company pursuant to a merger or other acquisition agreement between the Company and any Person (or one or more of such Person’s Affiliates or Associates) which agreement has been approved by the Board prior to any Person becoming an Acquiring Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7.1.

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

  • Limited Condition Acquisition For purposes of (i) determining compliance with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

  • Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:

  • Mergers, Acquisitions Novations and Change-of-Name Agreements The Contractor shall submit timely notice of Merger and Acquisitions or contractual copies of Novation or Change-of-Name Agreements, if applicable

  • Acquisition For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • Mergers, Acquisitions, Etc Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.

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