Common use of THE ACQUISITIONS Clause in Contracts

THE ACQUISITIONS. On or prior to the Effective Date, (i) Borrowers shall have purchased the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived without the prior written consent of Agent), and shall have become the owner, free and clear of all Liens (other than Permitted Liens), of all of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong, (ii) each of Parent and its Subsidiaries shall have fully performed all of the obligations to be performed by it on or prior to the Effective Date under the Acquisition Documents, (iii) the Acquisitions, including all of the terms and conditions thereof, shall have been duly authorized by the board of directors (or other managing body) and (if required by applicable law) the shareholders or members of the parties to the Acquisition Documents and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect in all respects as if made on and as of the Effective Date, (iv) the representations and warranties set forth in the Acquisition Documents shall be true and correct as if made on and as of the Effective Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct on such earlier date), (v) each of the conditions precedent to the obligations of each of the parties to the Acquisition Documents to consummate the Acquisitions as set forth in the Acquisition Documents (other than the making of the Term Loans hereunder, the receipt of the proceeds of the issuance of the Senior Convertible Notes pursuant to the Noteholder Documents, the receipt of the cash proceeds of the issuance of common stock of Parent pursuant to the PIPE Documents and the receipt by the sellers under the Acquisition Documents of stock in accordance with the terms of the applicable Acquisition Documents) shall have been satisfied or waived with the consent of Agent and the Acquisitions shall have been consummated in accordance with all applicable laws and the Acquisition Documents and (vi) Agent shall have received evidence satisfactory to it as to the foregoing, as to the receipt by all parties to the Acquisition Documents of all necessary regulatory, creditor, lessor, and other third-party approvals and as to compliance with all laws applicable to any of such parties, other than the third party consents set forth on Schedule 4.01(i) hereto.

THE ACQUISITIONS. On or prior to Each Applicable Acquisition has been consummated in accordance with the Effective Date, (i) Borrowers shall have purchased terms and conditions of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong pursuant to the Applicable Acquisition Documents (no provision of which shall and all applicable Laws. All conditions precedent set forth in the Applicable Acquisition Documents have been amended or otherwise modified will have been satisfied and not waived (or with respect to any non-material conditions, waived without by the prior written consent of Agent), and shall have become the owner, free and clear of all Liens (other than Permitted Liens), of all of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong, (iiapplicable party) each of Parent and its Subsidiaries shall have fully performed all of the obligations to be performed by it on or prior to the Effective Date under the Acquisition Documents, (iii) the Acquisitions, including all consummation of the terms Applicable Acquisition, and conditions thereofall necessary Governmental Approvals and third-party approvals in connection with each Applicable Acquisition other than the COMFER Approvals and the registration with the applicable Governmental Authorities, shall including, without limitation, the applicable registros publicos, in connection with the transfer of the Stock in the Acquisitions have been duly authorized by the board of directors (or other managing body) and (if required by applicable law) the shareholders or members of the parties to the Acquisition Documents and all Acquisition Documents shall will have been duly executed obtained and delivered by the parties thereto and shall are or will be in full force and effect in effect, and all respects as if made on and as applicable waiting periods have or will have expired at the time of the Effective Date, (iv) the consummation of such Applicable Acquisitions. All representations and warranties set forth of the Issuers contained in the Applicable Acquisition Documents shall be are true and correct as if made on and of the time as of the Effective Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were made, except for such misrepresentations or breaches of warranties which could not have a Material Adverse Effect on the Issuers or the Applicable Acquisition Subsidiary. The copies of the Applicable Acquisition Documents delivered or to be delivered to the Administrative Agent in satisfaction of the conditions set forth in Section 5 hereof are or will be true and correct on such earlier date), (v) each copies of the conditions precedent Applicable Acquisition Documents as in effect at the time of each Funding relating to the obligations payment of each any portion of the parties to the Acquisition Documents to consummate the Acquisitions as set forth Price in the Acquisition Documents (other than the making of the Term Loans hereunder, the receipt of the proceeds of the issuance of the Senior Convertible Notes pursuant to the Noteholder Documents, the receipt of the cash proceeds of the issuance of common stock of Parent pursuant to the PIPE Documents and the receipt by the sellers under the Acquisition Documents of stock in accordance with the terms of the applicable Acquisition Documents) shall have been satisfied or waived with the consent of Agent and the Acquisitions shall have been consummated in accordance with all applicable laws and the Acquisition Documents and (vi) Agent shall have received evidence satisfactory to it as to the foregoing, as to the receipt by all parties to the Acquisition Documents of all necessary regulatory, creditor, lessor, and other third-party approvals and as to compliance with all laws applicable to any of such parties, other than the third party consents set forth on Schedule 4.01(i) heretoconnection therewith.

THE ACQUISITIONS. On or prior As of the Closing Date with respect to the Effective DateOmaha Acquisition and as of the Acquisition Closing Date with respect to any other Acquisition: (a) the Acquisition Documents with respect to such Acquisition are in full force and effect, no material breach or default of any term or provision of any of such Acquisition Documents by the Borrower or any Loan Party or, to the Knowledge of the Borrower, the other parties thereto has occurred (i) Borrowers shall have purchased except for such defaults, if any, consented to in writing by the TUG Acquisition Assets Agent and the Capital Stock Acquisition Approval Lenders); (b) the representations and warranties of TUG NYeach Loan Party, Clareand, FMI Blockerto their Knowledge, FMI Holdco each other Person a party thereto, contained in the Acquisition Documents, are true and Sea Master Hong Kong correct in all material respects; (c) except as otherwise provided in the Acquisition Documents, all conditions precedent to and all consents necessary to permit, the applicable Acquisition pursuant to the Acquisition Documents (no provision of which shall related thereto have been amended satisfied, unless (i) the failure to satisfy such conditions could not materially adversely affect the Agent or otherwise modified the Lenders or materially impair the rights of the Loan Parties, the Agent or the Lenders thereunder or (ii) are waived without with the prior written consent of Agent)the Agent and the Acquisition Approval Lenders; (d) the Acquisition has been consummated, and shall have become whether by merger, stock acquisition or asset acquisition, the ownerassets of the Target are owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (any Liens, other than Permitted Liens), of all of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong, (ii) each of Parent and its Subsidiaries shall have fully performed all of the obligations to be performed by it on or prior Liens permitted pursuant to the Effective Date under the terms of this Agreement; (e) no Loan Party has assumed any liabilities in connection with such Acquisition Documents, (iii) the Acquisitions, including all of the terms and conditions thereof, shall have been duly authorized by the board of directors (or other managing body) and (if required by applicable law) the shareholders or members of the parties to the Acquisition Documents and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect in all respects as if made on and as of the Effective Date, (iv) the representations and warranties than disclosed liabilities set forth in the Acquisition Documents shall be true and correct as if made on and as of the Effective Date (except presented to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct on such earlier date), (v) each of the conditions precedent to the obligations of each of the parties to the Acquisition Documents to consummate the Acquisitions as set forth in the Acquisition Documents (other than the making of the Term Loans hereunder, the receipt of the proceeds of the issuance of the Senior Convertible Notes pursuant to the Noteholder Documents, the receipt of the cash proceeds of the issuance of common stock of Parent pursuant to the PIPE Documents and the receipt by the sellers under the Acquisition Documents of stock in accordance with the terms of the applicable Acquisition Documents) shall have been satisfied or waived with the consent of Agent and the Acquisitions shall have been consummated in accordance with all applicable laws and the Acquisition Documents and (viLenders pursuant to SECTION 6.3(H) Agent shall have received evidence satisfactory to it as to the foregoing, as to the receipt by all parties to the Acquisition Documents of all necessary regulatory, creditor, lessor, and other third-party approvals and as to compliance with all laws applicable to any of such parties, other than the third party consents set forth on Schedule 4.01(i) hereto.or SECTION 4.1; and

THE ACQUISITIONS. On or prior to (a) The Company has informed the Effective Date, Investors that it is engaged in negotiations concerning the acquisition by the Company (ieach an "Acquisition") Borrowers shall have purchased the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived without the prior written consent of Agent), and shall have become the owner, free and clear of all Liens (other than Permitted Liens), of all of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong, (ii) outstanding equity interests in each of Parent Trident (the "Trident Acquisition"), ERIM (the "ERIM Acquisition"), and MRJ (the "MRJ Acquisition"). Each of Trident, ERIM and MRJ is sometimes referred to herein as an "Acquisition Candidate". (b) With respect to each Acquisition, the Company shall use all reasonable efforts to provide representatives of the Investors and their advisors, including consulting, legal, accounting and other representatives, with such access to each Acquisition Candidate's personnel, records, operations and other information as they may reasonably request, and to facilitate such access, and also to provide such access to the Company's representatives and advisors to provide the Investors and their representatives with the benefit of the diligence investigations conducted by or on behalf of the Company, all to the extent reasonably requested by the Investors in connection with their diligence review of such Acquisition and Acquisition Candidate. (c) Prior to the Company or any of its Subsidiaries entering into any documentation with respect to an Acquisition, the Company will provide the Investors and their representatives a reasonable opportunity to comment on such documentation, and shall make all reasonable efforts to have fully performed all of the obligations to be performed by it on or prior any such comments reflected appropriately in such documentation. Prior to the Effective Date under Closing, the Company shall furnish to each Investor true, correct and complete copies of all documentation relating to any Acquisition which has been executed by the Company or any of its respective Subsidiaries, together with any and all amendments thereto, modifications thereof or waivers granted thereunder (collectively, the "Acquisition Documents, (iii) the Acquisitions, including all "). References to any one of the terms and conditions thereof, shall have been duly authorized by the board of directors (or other managing body) and (if required by applicable law) the shareholders or members of the parties to the Acquisition Documents shall mean such Acquisition Document in the form so furnished to the Investors, without regard to any amendment, modification, waiver, change, limitation or termination of such documents which is made or otherwise becomes effective after the Closing, unless such amendment, modification, waiver, change, limitation or termination has been consented to in writing by the Investors, and all shall include other documents, exhibits and schedules which are attached thereto or incorporated therein by reference. (d) If, at the time the Company or any of its Subsidiaries enters into definitive documentation with respect to an Acquisition, the Investors are, in good faith, satisfied with their diligence review of such Acquisition Documents and the documentation relating thereto, the Investors will so notify the Company in writing and the conditions specified in Section 6.5(b) shall be deemed to have been duly executed satisfied to the extent set forth in such notice. (e) The Company makes the following representations and delivered by warranties to the parties thereto and shall be in full force and effect in all respects as if made Investors on and as of the Effective Closing Date: (i) The Company has furnished or caused to be furnished to each Investor true, correct and complete executed or conformed copies of each Acquisition Document and all amendments thereto. (ivii) Each of the representations and warranties set forth made by any Acquisition Candidate in any of the Acquisition Documents shall be true or in any document delivered pursuant thereto is incorporated herein by reference with the same force and correct effect as if made on and as fully set forth herein together with the definitions of the Effective Date (except defined terms used therein, mutatis mutandis, so that references to the extent recipient of any such representations and warranties expressly relate shall be deemed to an earlier datebe references to the Investors. Each such representation and warranty so incorporated herein by reference is true and correct both on the date made in the applicable Acquisition Document and, subject to the applicable materiality standard set forth in which case such Acquisition Document, on the Closing Date and is hereby confirmed directly by the Company to the Investors. The Company does not have any reason to believe that any of the representations and warranties were true and correct on such earlier date), (v) each made by any Person in any of the conditions precedent to the obligations of each of the parties to the Acquisition Documents to consummate the Acquisitions as set forth in the Acquisition Documents (other than the making of the Term Loans hereunder, the receipt of the proceeds of the issuance of the Senior Convertible Notes pursuant to the Noteholder Documents, the receipt of the cash proceeds of the issuance of common stock of Parent pursuant to the PIPE Documents and the receipt by the sellers under the Acquisition Documents of stock in accordance with the terms of the applicable Acquisition Documents) shall have been satisfied or waived with the consent of Agent and the Acquisitions shall have been consummated in accordance with all applicable laws and the Acquisition Documents and (vi) Agent shall have received evidence satisfactory to it as to in any documents delivered pursuant thereto at the foregoing, as to the receipt by Closing or otherwise is not true and correct in all parties to the Acquisition Documents of all necessary regulatory, creditor, lessor, and other third-party approvals and as to compliance with all laws applicable to any of such parties, other than the third party consents set forth on Schedule 4.01(i) heretomaterial respects.

THE ACQUISITIONS. On As of the Acquisition Closing Date with respect to any Acquisition: (a) the Acquisition Documents with respect to such Acquisition are in full force and effect, no material breach or prior default of any term or provision of any of such Acquisition Documents by AMC, the Borrower or any member of the Borrower Corporate Group or, to the Effective DateKnowledge of such Persons, the other parties thereto has occurred (i) Borrowers shall have purchased except for such defaults, if any, consented to in writing by the TUG Acquisition Assets Agent and the Capital Stock Required Lenders); (b) the representations and warranties of TUG NYeach member of the Consolidated AMC Group, Clareand, FMI Blockerto their Knowledge, FMI Holdco each other Person a party thereto, contained in the Acquisition Documents, are true and Sea Master Hong Kong correct in all material respects; (c) except as otherwise provided in the Acquisition Documents, all conditions precedent to (including, without limitation compliance with all applicable bulk sales laws), and all consents necessary to permit, the applicable Acquisition pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived without the prior written consent of Agent), and shall have become the owner, free and clear of all Liens (other than Permitted Liens), of all of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong, (ii) each of Parent and its Subsidiaries shall have fully performed all of the obligations to be performed by it on or prior to the Effective Date under the Acquisition Documents, (iii) the Acquisitions, including all of the terms and conditions thereof, shall have been duly authorized by the board of directors (or other managing body) and (if required by applicable law) the shareholders or members of the parties to the Acquisition Documents and all Acquisition Documents shall have been duly executed and delivered by the parties related thereto and shall be in full force and effect in all respects as if made on and as of the Effective Date, (iv) the representations and warranties set forth in the Acquisition Documents shall be true and correct as if made on and as of the Effective Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct on such earlier date), (v) each of the conditions precedent to the obligations of each of the parties to the Acquisition Documents to consummate the Acquisitions as set forth in the Acquisition Documents (other than the making of the Term Loans hereunder, the receipt of the proceeds of the issuance of the Senior Convertible Notes pursuant to the Noteholder Documents, the receipt of the cash proceeds of the issuance of common stock of Parent pursuant to the PIPE Documents and the receipt by the sellers under the Acquisition Documents of stock in accordance with the terms of the applicable Acquisition Documents) shall have been satisfied or waived with the prior written consent of the Agent and the Acquisitions shall have Required Lenders; (d) the Acquisition has each been consummated consummated, and whether by merger, stock acquisition or asset acquisition, the assets of the Target are owned by the Specified Subsidiary established in accordance connection with all applicable laws such Acquisition free and clear of any Liens, other than Liens permitted pursuant to the terms of this Agreement; (e) no member of the Borrower Corporate Group has assumed any liabilities in connection with such Acquisition other than disclosed liabilities set forth in the Acquisition Documents and (vi) Agent shall have received evidence satisfactory to it as presented to the foregoingAgent and the Lenders pursuant to SECTION 4.3; and (f) no action has been taken by any competent authority which restrains, as prevents or imposes any material adverse condition upon, or seeks to the receipt by all parties to the Acquisition Documents of all necessary regulatoryrestrain, creditorprevent or impose any material adverse condition upon, lessor, and other third-party approvals and as to compliance with all laws applicable to any of such parties, other than the third party consents set forth on Schedule 4.01(i) heretoAcquisition.